Common use of Withholding and Other Tax Liabilities Clause in Contracts

Withholding and Other Tax Liabilities. Lender shall have the right to refuse to make any Advances from time to time unless Borrower shall, at Lender’s request, have given to Lender evidence, reasonably satisfactory to Lender, that Borrower has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall constitute satisfactory evidence for such purpose. In the event that any Lien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender shall have the right (but shall not be obligated, nor shall Lender hereby assume the duty) to pay any such Lien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender shall not pay any such tax, assessment or Lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrower. In order to pay any such Lien, assessment or tax liability, Lender shall not be obliged to wait until such lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender shall have paid for the discharge of any such Lien shall be added to the Revolving Credit and shall be paid by Borrower to Lender with interest thereon at the rate applicable to the Revolving Credit, upon demand, and Lender shall be subrogated to all rights of such taxing authority against Borrower.

Withholding and Other Tax Liabilities. Lender Agent shall have the right to refuse to make any Advances from time to time unless Borrower shall, at LenderAgent’s request, have given to Lender Agent evidence, reasonably satisfactory to LenderAgent, that Borrower it has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lienlien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender Agent shall have the right (but shall not be obligated, nor shall Agent or any Lender hereby assume the duty) to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender Agent shall not pay any such tax, assessment or Lien lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrowersuch entity. In order to pay any such Lienlien, assessment or tax liability, Lender Agent shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender Agent (shared ratably by Lenders) shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit and shall be paid by Borrower to Lender Agent with interest thereon at the highest rate applicable to the Revolving Credit, upon demand, and Lender Agent shall be subrogated to all rights of such taxing authority against Borrower.

Withholding and Other Tax Liabilities. Lender shall have the right to refuse to make any Advances from time to time unless Borrower shall, at Lender’s 's request, have given to Lender evidence, reasonably satisfactory to Lender, that Borrower has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall constitute satisfactory evidence for such purpose. In the event that any Lien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender shall have the right (but shall not be obligated, nor shall Lender hereby assume the duty) to pay any such Lien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender shall not pay any such tax, assessment or Lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrower. In order to pay any such Lien, assessment or tax liability, Lender shall not be obliged to wait until such lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender shall have paid for the discharge of any such Lien shall be added to the Revolving Credit and shall be paid by Borrower to Lender with interest thereon at the rate applicable to the Revolving Credit, upon demand, and Lender shall be subrogated to all rights of such taxing authority against Borrower.

Withholding and Other Tax Liabilities. Lender FGI shall have the right to refuse to make any Advances from time to time unless Borrower Seller shall, at LenderFGI’s request, have given to Lender FGI evidence, reasonably satisfactory to LenderFGI, that Borrower Seller has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall constitute satisfactory evidence for such purpose. In the event that any Lien, assessment or tax liability against Borrower Seller shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender FGI shall have the right (but shall not be obligated, nor shall Lender FGI hereby assume the duty) to pay any such Lien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender FGI shall not pay any such tax, assessment or Lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by BorrowerSeller. In order to pay any such Lien, assessment or tax liability, Lender FGI shall not be obliged to wait until such lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender FGI shall have paid for the discharge of any such Lien shall be added to the Revolving Credit Obligations and shall be paid by Borrower Seller to Lender FGI with interest thereon at the rate applicable to the Revolving CreditObligations, upon demand, and Lender FGI shall be subrogated to all rights of such taxing authority against BorrowerSeller.

Withholding and Other Tax Liabilities. Lender The Administrative Agent, in its sole discretion and without any duty to exercise such rights or monitor such obligation of the Borrower, shall have the right to refuse withhold or direct the Lenders to make withhold any Advances from time to time unless the Borrower shall, at Lender’s the Administrative Agent's request, have given to Lender the Administrative Agent evidence, reasonably satisfactory to Lenderthe Administrative Agent, that the Borrower has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lien, assessment or tax liability against the Borrower or any of the Borrower's Subsidiaries shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender the Administrative Agent shall have the right right, on one day's notice to Borrower (unless the Administrative Agent deems immediate action to be necessary under the circumstances) (but shall not be obligated, nor shall the Administrative Agent or any Lender hereby assume the duty) to pay any such Lien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender the Administrative Agent shall not pay any such tax, assessment or Lien before its due date or if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrowerthe Borrower or such Subsidiary. In order to pay any such Lien, assessment or tax liability, Lender the Administrative Agent shall not be obliged to wait until such liensaid Lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender the Administrative Agent (shared ratably by the Lenders) shall have paid for the discharge of any such Lien shall be added to the Revolving Credit and shall be paid by the Borrower to Lender the Administrative Agent with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender the Administrative Agent shall be subrogated to all rights of such taxing authority against Borrowerthe Borrower or such Subsidiary.

Withholding and Other Tax Liabilities. Lender shall have the right to refuse to make any Advances advances hereunder from time to time unless Borrower shall, at Lender’s request, shall have given to Lender evidence, reasonably satisfactory to Lender, that Borrower has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advanceadvance. Copies Upon expiration or termination of deposit slips showing payment the Note, Lender shall constitute be entitled to continue to hold any and all of the collateral until Borrower has given to Lender evidence, satisfactory evidence for to Lender, that Borrower has properly deposited or paid, as required by law, all federal withholding taxes due up to and including the date of such purposeexpiration or termination. In the event that any Lienlien, assessment or tax liability against Borrower shall arise in favor of any taxing authorityauthority and, in the case of a tax liability, not be classified as a Permitted Lien, whether or not notice thereof shall be filed or recorded as may be required by law, Lender shall have the right after five (5) business days’ notice to Borrower (but shall not be obligated, nor shall Lender hereby assume the duty) to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender shall not pay any such tax, assessment or Lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrower. In order to pay any such Lienlien, assessment or tax liability, Lender shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit Borrower’s Indebtedness and shall be paid by Borrower to Lender with interest thereon at the maximum rate applicable to the Revolving Creditallowed by law, upon demand, and Lender shall be subrogated to all rights of such taxing authority against Borrower.

Withholding and Other Tax Liabilities. Lender shall have the right to refuse to make any Advances Loan from time to time unless Borrower shall, at Lender’s request, have given to Lender evidence, reasonably satisfactory to Lender, that Borrower has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested AdvanceLoan. Copies of deposit slips showing payment shall constitute satisfactory evidence for such purpose. In the event that any Lien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender shall have the right (but shall not be obligated, nor shall Lender hereby assume the duty) to pay any such Lien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender shall not pay any such tax, assessment or Lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrower. In order to pay any such Lien, assessment or tax liability, Lender shall not be obliged to wait until such lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender shall have paid for the discharge of any such Lien shall be added to the Revolving Credit and shall be paid by Borrower to Lender with interest thereon at the rate applicable to the Revolving Credit, upon demand, and Lender shall be subrogated to all rights of such taxing authority against Borrower.

Withholding and Other Tax Liabilities. Lender shall have the right to refuse to make any Advances from time to time unless Borrower Borrowers shall, at Lender’s request, have given to Lender evidence, reasonably satisfactory to Lender, that each Borrower has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall constitute satisfactory evidence for such purpose. In the event that any Lien, assessment or tax liability against any Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender shall have the right (but shall not be obligated, nor shall Lender hereby assume the duty) to pay any such Lien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender shall not pay any such tax, assessment or Lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by such Borrower. In order to pay any such Lien, assessment or tax liability, Lender shall not be obliged to wait until such lienLien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender shall have paid for the discharge of any such Lien shall be added to the Revolving Credit and shall be paid by Borrower Borrowers to Lender with interest thereon at the rate applicable to the Revolving Credit, upon demand, and Lender shall be subrogated to all rights of such taxing authority against such Borrower.

Withholding and Other Tax Liabilities. Lender TEXTRON shall have the right to refuse to make any Advances advances from time to time unless Borrower shall, at Lender’s TEXTRON's request, have given to Lender TEXTRON evidence, reasonably satisfactory to LenderTEXTRON, that Borrower has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advanceadvance. Until all of Borrower's liabilities and obligations to TEXTRON have been paid in full (and notwithstanding any termination or expiration of this Agreement), TEXTRON shall be entitled to continue to hold any and all of the Collateral until Borrower has given to TEXTRON evidence, reasonably satisfactory to TEXTRON, that Borrower has properly deposited or paid, as required by law, all federal withholding taxes due up to and including the date of such expiration or termination. Copies of validated deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lienlien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender TEXTRON shall have the right (but shall not be obligated, nor shall Lender TEXTRON hereby assume the duty) upon reasonable prior notice to Borrower to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender TEXTRON shall not pay any such tax, assessment or Lien lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrower and further provided that Borrower's title to and its right to use, the Collateral are not materially adversely affected and TEXTRON's lien and priority in the Collateral are not affected, altered or impaired thereby. In order to pay any such Lienlien, assessment or tax liability, Lender TEXTRON shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forthpermitted hereby. Any sum or sums which Lender TEXTRON shall have paid for the discharge of any such Lien lien shall constitute an Obligation and shall be added to the Revolving Credit Loans and shall be paid by Borrower to Lender TEXTRON with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender TEXTRON shall be subrogated to all rights of such taxing authority against Borrower. TEXTRON may establish reserves against the Revolving Loans Borrowing Base for any amounts paid by TEXTRON pursuant to this paragraph or for any amounts being contested in good faith under this paragraph.

Withholding and Other Tax Liabilities. Lender shall have the right to refuse to make any Advances from time to time unless Borrower Borrowers shall, at Lender’s 's request, have given to Lender evidence, reasonably satisfactory to Lender, that Borrower has Borrowers have properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes, including, without limitation, excise taxes, due up to and including the date of the loan. Until all of Obligations to Lender have been paid in full, Lender shall be entitled to continue to hold any and all of the Collateral until Borrowers have given to Lender evidence, reasonably satisfactory to Lender, that Borrowers have properly deposited or paid, as required by law, all federal withholding taxes due up to and including the date of the requested Advancesuch expiration or termination. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender shall have the right (but shall not be obligated, nor shall Lender hereby assume the duty) upon reasonable prior notice to Borrowers to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender shall not pay any such tax, assessment or Lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrowers and further provided that each Borrower's title to and its right to use, its respective Collateral are not materially adversely affected and Lender's lien and priority in the Collateral are not affected, altered or impaired thereby. In order to pay any such Lien, assessment or tax liability, Lender shall not be obliged to wait until such liensaid Lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit and shall be paid by Borrower Borrowers to Lender with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender shall be subrogated to all rights of such taxing authority against BorrowerBorrowers.

Withholding and Other Tax Liabilities. Lender shall have the right ------------------------------------- to refuse to make any Advances from time to time unless Borrower Borrowers shall, at Lender’s 's request, have given to Lender evidence, reasonably satisfactory to Lender, that Borrower has Borrowers have properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lien, assessment or tax liability against Borrower Borrowers shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender shall have the right (but shall not be obligated, nor shall Lender hereby assume the duty) to pay any such Lien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender shall not pay any such tax, assessment or Lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by BorrowerBorrowers. In order to pay any such Lien, assessment or tax liability, Lender shall not be obliged to wait until such liensaid Lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender shall have paid for the discharge of any such Lien shall be added to the Revolving Credit and shall be paid repaid by Borrower Borrowers to Lender with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender shall be subrogated to all rights of such taxing authority against BorrowerBorrowers.

Withholding and Other Tax Liabilities. Each Lender shall have the right to refuse to make any Advances or issue any Letter of Credit from time to time unless the Borrower shall, at Lender’s Agent's request, have given to Lender the Agent evidence, reasonably satisfactory to Lenderthe Agent, that Borrower has they have properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested AdvanceAdvance or Letter of Credit issuance. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lienlien, assessment or tax liability against the Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender the Agent shall have the right (but shall not be obligated, nor shall the Agent or any Lender hereby assume the duty) to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender the Agent shall not pay any such tax, assessment or Lien lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrowersuch entity. In order to pay any such Lienlien, assessment or tax liability, Lender the Agent shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender the Agent (shared ratably by the Lenders) shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit Facility and shall be paid by the Borrower to Lender the Agent with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender the Agent shall be subrogated to all rights of such taxing authority against the Borrower.

Withholding and Other Tax Liabilities. Lender shall have the right to refuse to make any Advances from time to time unless Borrower shall, at Lender’s 's request, have given to Lender evidence, reasonably satisfactory to Lender, that Borrower has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall constitute satisfactory evidence for such purpose. In the event that any Lien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender shall have the right (but shall not be obligated, nor shall Lender hereby assume the duty) to pay any such Lien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender shall not pay any such tax, assessment or Lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrower. In order to pay any such Lien, assessment or tax liability, Lender shall not be obliged to wait until such lienLien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender shall have paid for the discharge of any such Lien shall be added to the Revolving Credit and shall be paid by Borrower to Lender with interest thereon at the rate applicable to the Revolving Credit, upon demand, and Lender shall be subrogated to all rights of such taxing authority against Borrower.

Withholding and Other Tax Liabilities. Each Lender shall have the right to refuse to make any Advances from time to time unless Borrower Borrowers shall, at Lender’s Agent's request, have given to Lender Agent evidence, reasonably satisfactory to LenderAgent, that Borrower has Borrowers have properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lienlien, assessment or tax liability against any Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender Agent shall have the right (but shall not be obligated, nor shall Agent or any Lender hereby assume the duty) to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender Agent shall not pay any such tax, assessment or Lien lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by BorrowerBorrowers. In order to pay any such Lienlien, assessment or tax liability, Lender Agent shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender Agent (shared ratably by Lenders) shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit and shall be paid by Borrower Borrowers to Lender Agent with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender Agent shall be subrogated to all rights of such taxing authority against BorrowerBorrowers.

Withholding and Other Tax Liabilities. Lender FINOVA shall have the right to ------------------------------------- refuse to make any Advances advances from time to time me unless Borrower shall, at Lender’s FINOVA's request, have given to Lender FINOVA evidence, reasonably satisfactory to LenderFINOVA, that Borrower has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advanceadvance. Until all of Borrower's liabilities and obligations to FINOVA have been paid in full (and notwithstanding any termination or expiration of this Agreement), FINOVA shall be entitled to continue to hold any and all of the Collateral until Borrower has given to FINOVA evidence, reasonably satisfactory to FINOVA, that Borrower has properly deposited or paid, as required by law, all federal withholding taxes due up to and including the date of such expiration or termination. Copies of validated deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lienlien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender FINOVA shall have the right (but shall not be obligated, nor shall Lender FINOVA hereby assume the duty) ), upon reasonable prior notice to Borrower to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, provided however, that Lender FINOVA shall not pay any such tax, assessment or Lien lien if ---------------- the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrower and further provided that Borrower's title to and its right to use, the Collateral are not materially adversely affected and FINOVA's lien and priority in the Collateral are not affected, altered or impaired thereby. In order to pay any such Lienlien, assessment or tax liability, Lender FINOVA shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forthpermitted hereby. Any sum or sums which Lender FINOVA shall have paid for the discharge of any such Lien lien shall constitute an Obligation and shall be added to the Revolving Credit Loans and shall be paid by Borrower to Lender FINOVA with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender FINOVA shall be subrogated to all rights of such taxing authority against Borrower. FINOVA may establish reserves against the Revolving Loans Borrowing Base for any amounts paid by FINOVA pursuant to this paragraph or for any amounts being contested in good faith under this paragraph.

Withholding and Other Tax Liabilities. Lender Bank shall have the right to refuse to make any Advances advances or issue any Letters of Credit hereunder from time to time unless Borrower shall, at Lender’s request, have given to Lender evidence, reasonably satisfactory to Lender, in the event that any Borrower has not properly deposited or paid, as required by law, all withholding taxes and all other federal, state, city, county or other taxes due up to and including the date of a request for an advance. Upon expiration or termination of the requested Advance. Copies Loans and full satisfaction of deposit slips showing payment all Obligations, Bank shall constitute be entitled to continue to hold any and all of the Collateral until Borrowers have given to Bank evidence, in form and substance, satisfactory evidence for to Bank and its counsel, that each Borrower has properly deposited or paid, as required by law, all federal withholding taxes due up to and including the date of such purposeexpiration or termination. In the event that any Lienlien, assessment or tax liability against any Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by lawLaws, Lender Bank shall have the right (but shall not be obligated, obligated nor shall Lender Bank hereby assume the duty) to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender shall not pay any such tax, assessment or Lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrower. In order to pay any such Lienlien, assessment or tax liability, Lender Bank shall not be obliged obligated to wait until such said lien, assessment or tax liability is filed before taking any such action as hereinabove herein above set forth. The Bank shall not, however, make such payment if the lien, assessment or tax liability is being contested in good faith by a Borrower by appropriate proceedings. Any sum or sums which Lender Bank shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit Obligations and shall be paid by Borrower Borrowers to Lender Bank with interest thereon at the rate applicable to the Revolving CreditDefault Rate thereon, upon on demand, and Lender Bank shall be subrogated to all rights of such taxing authority against BorrowerBorrowers.

Withholding and Other Tax Liabilities. Each Lender shall have the right to refuse to make any Advances from time to time unless Borrower shall, at Lender’s Agent's request, have given to Lender Agent evidence, reasonably satisfactory to LenderAgent, that Borrower has they have properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lienlien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender Agent shall have the right (but shall not be obligated, nor shall Agent or any Lender hereby assume the duty) to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender Agent shall not pay any such tax, assessment or Lien lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrowersuch entity. In order to pay any such Lienlien, assessment or tax liability, Lender Agent shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender Agent (shared ratably by Lenders) shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit and shall be paid by Borrower to Lender Agent with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender Agent shall be subrogated to all rights of such taxing authority against Borrower.

Withholding and Other Tax Liabilities. Lender shall have the right to refuse to make any Advances from time to time unless Borrower shall, at Lender’s 's request, have given to Lender evidence, reasonably satisfactory to Lender, that Borrower has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall constitute satisfactory evidence for such purpose. In the event that any Lien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender shall have the right (but shall not be obligated, nor shall Lender hereby assume the duty), with at least ten (10) days prior notice to Borrower if Borrower fails to do so, to pay any such Lien, assessment or tax liability by virtue of which such charge shall have arisen; provided, provided however, that Lender shall not pay any such tax, assessment or Lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrower. In order to pay any such Lien, assessment or tax liability, Lender shall not be obliged to wait until such lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender shall have paid for the discharge of any such Lien shall be added to the Revolving Credit and shall be paid by Borrower to Lender with interest thereon at the rate applicable to the Revolving Credit, upon demand, and Lender shall be subrogated to all rights of such taxing authority against Borrower.

Withholding and Other Tax Liabilities. Each Lender shall have the right to refuse to make any Advances from time to time unless Borrower Borrowers shall, at Lender’s Agent's request, have given to Lender Agent evidence, reasonably satisfactory to LenderAgent, that Borrower has Borrowers have properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lienlien, assessment or tax liability against any Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender Agent shall have the right (but shall not be obligated, nor shall Agent or any Lender hereby assume the duty) to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender Agent shall not pay any such tax, assessment or Lien lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by BorrowerBorrowers. In order to pay any such Lienlien, assessment or tax liability, Lender Agent shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender Agent (shared ratably by Lenders) shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit and shall be paid by Borrower Borrowers to Lender Agent with interest thereon at the interest rate applicable to the Revolving CreditBase Rate Loans, upon demand, and Lender Agent shall be subrogated sub rogated to all rights of such taxing authority against BorrowerBorrowers.

Withholding and Other Tax Liabilities. Each Lender shall have the right to refuse to make any Advances from time to time unless Borrower shall, at LenderAgent’s request, have given to Lender Agent evidence, reasonably satisfactory to LenderAgent, that Borrower it has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lienlien, assessment or tax liability against Borrower Borrower, or any of them, shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender Agent shall have the right (but shall not be obligated, nor shall Agent or any Lender hereby assume the duty) to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender Agent shall not pay any such tax, assessment or Lien lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrowersuch entity. In order to pay any such Lienlien, assessment or tax liability, Lender Agent shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender Agent (shared ratably by Lenders) shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit and shall be paid by Borrower to Lender Agent with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender Agent shall be subrogated to all rights of such taxing authority against Borrower.

Withholding and Other Tax Liabilities. Lender shall have the right to refuse to make any Advances from time to time unless Borrower shall, at Lender’s 's request, have given to Lender evidence, reasonably satisfactory to Lender, that Borrower has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall constitute satisfactory evidence for such purpose. In the event that any Lien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender shall have the right (but shall not be obligated, nor shall Lender hereby assume the duty) to pay any such Lien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender shall not pay any such tax, assessment or Lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrower. In order to pay any such Lien, assessment or tax liability, Lender shall not be obliged to wait until such lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender shall have paid for the discharge of any such Lien shall be added to the Revolving Credit Facility and shall be paid by Borrower to Lender with interest thereon at the rate applicable to the Revolving CreditCredit Facility, upon demand, and Lender shall be subrogated to all rights of such taxing authority against Borrower.

Withholding and Other Tax Liabilities. Lender FINOVA shall have the right to refuse to make any Advances advances from time to time unless Borrower shall, at Lender’s FINOVA's request, have given to Lender FINOVA evidence, reasonably satisfactory to LenderFINOVA, that Borrower has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advanceloan. Until all of Borrower's liabilities and obligations to FINOVA have been indefeasibly paid and satisfied in full, FINOVA shall be entitled to continue to hold any and all of the Collateral until Borrower has given to FINOVA evidence, reasonably satisfactory to FINOVA, that Borrower has properly deposited or paid, as required by law, all federal withholding taxes due up to and including the date of such expiration or termination. Copies of validated deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lienlien, assessment or tax liability against 26 (page 26 continued) Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender FINOVA shall have the right (but shall not be obligated, nor shall Lender FINOVA hereby assume the duty) upon reasonable prior notice to Borrower to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender FINOVA shall not pay any such tax, assessment or Lien lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrower and further provided that Borrower's title to and its right to use, the Collateral is not adversely affected and FINOVA's lien and priority in the Collateral are not affected, altered or impaired thereby. In order to pay any such Lienlien, assessment or tax liability, Lender FINOVA shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender FINOVA shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit Loans and shall be paid by Borrower to Lender FINOVA with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender FINOVA shall be subrogated to all rights of such taxing authority against Borrower. FINOVA may establish reserves against the Borrowing Base for any amounts paid by FINOVA pursuant to this paragraph or for any amounts being contested in good faith under this paragraph.

Withholding and Other Tax Liabilities. Lender shall have the right to refuse to make any Advances advances from time to time unless such Borrower shall, at Lender’s 's request, have given to Lender evidence, reasonably satisfactory to Lender, that such Borrower has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advanceloan. Until all of each Borrower's Obligations to Lender have been paid in full, Lender shall be entitled to continue to hold any and all of the Collateral until such Borrower has given to Lender evidence, reasonably satisfactory to Lender, that such Borrower has properly deposited or paid, as required by law, all federal withholding taxes due up to and including the date of such expiration or termination. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lienlien, assessment or tax liability against any Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender shall have the right (but shall not be obligated, nor shall Lender hereby assume the duty) upon reasonable prior notice to such Borrower to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender shall not pay any such tax, assessment or Lien lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by such Borrower and further provided that such Borrower's title to and its right to use, the Collateral are not materially adversely affected and Lender's lien and priority in the Collateral are not affected, altered or impaired thereby. In order to pay any such Lienlien, assessment or tax liability, Lender shall not be obliged obligated to wait until such lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit and shall be paid by such Borrower to Lender with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender shall be subrogated to all rights of such taxing authority against such Borrower.

Withholding and Other Tax Liabilities. Lender shall have the right to refuse to make any Advances advances from time to time unless Borrower Borrowers shall, at Lender’s 's request, have given to Lender evidence, reasonably satisfactory to Lender, that Borrower has Borrowers have properly deposited or paid, as required by applicable law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advanceloan. Until all of Borrowers' liabilities and obligations to Lender have been paid in full, Lender shall be entitled to continue to hold any and all of the Collateral until Borrowers have given to Lender evidence, reasonably satisfactory to Lender, that Borrowers have properly de- posited or paid, as required by law, all federal withholding taxes due up to and including the date of such expiration or termination. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lienlien, assessment or tax liability against Borrower Borrowers shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender shall have the right (but shall not be obligated, nor shall Lender hereby assume the duty) upon reasonable prior notice to Borrowers to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender shall not pay any such tax, assessment or Lien lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by BorrowerBorrowers and further provided that by Borrowers' title to and its right to use, the Collateral are not materially adversely affected and Lender's lien and priority in the Collateral are not adversely affected, altered or impaired thereby. In order to pay any such Lienlien, assessment or tax liability, Lender shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit and shall be paid by Borrower Borrowers to Lender with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender shall be subrogated to all rights of such taxing authority against BorrowerBorrowers.

Withholding and Other Tax Liabilities. Notwithstanding anything else in this Agreement, each Lender shall have the right to refuse to make any Advances from time to time unless Borrower shall, at Lender’s Administrative Agent's request, have given to Lender Administrative Agent evidence, reasonably satisfactory to LenderAdministrative Agent, that Borrower has they have properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lienlien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender Administrative Agent shall have the right (but shall not be obligated, nor shall Administrative Agent or any Lender hereby assume the duty) to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender Administrative Agent shall not pay any such tax, assessment or Lien lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrowersuch entity. In order to pay any such Lienlien, assessment or tax liability, Lender Administrative Agent shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender Administrative Agent (shared ratably by Lenders) shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit and shall be paid by Borrower to Lender Administrative Agent with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender Administrative Agent shall be subrogated to all rights of such taxing authority against Borrower.

Withholding and Other Tax Liabilities. Lender The Administrative Agent, in its sole discretion and without any duty to exercise such rights or monitor such obligation of the Borrower, shall have the right to refuse withhold or direct the Lenders to make withhold any Advances from time to time unless the Borrower shall, at Lender’s the Administrative Agent's request, have given to Lender the Administrative Agent evidence, reasonably satisfactory to Lenderthe Administrative Agent, that the Borrower has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lien, assessment or tax liability against the Borrower or any of the Borrower's Subsidiaries shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender the Administrative Agent shall have the right (but shall not be obligated, nor shall the Administrative Agent or any Lender hereby assume the duty) to pay any such Lien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender the Administrative Agent shall not pay any such tax, assessment or Lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrowerthe Borrower or such Subsidiary. In order to pay any such Lien, assessment or tax liability, Lender the Administrative Agent shall not be obliged to wait until such liensaid Lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender the Administrative Agent (shared ratably by the Lenders) shall have paid for the discharge of any such Lien shall be added to the Revolving Credit and shall be paid by the Borrower to Lender the Administrative Agent with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender the Administrative Agent shall be subrogated to all rights of such taxing authority against Borrowerthe Borrower or such Subsidiary.

Withholding and Other Tax Liabilities. Lender shall have the right to refuse to make any Advances advances hereunder from time to time unless Borrower shall, at Lender’s request, shall have given to Lender evidence, reasonably satisfactory to Lender, that Borrower has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advanceadvance. Copies Upon expiration or termination of deposit slips showing payment the Note, Lender shall constitute be entitled to continue to hold any and all of the collateral until Borrower has given to Lender evidence, satisfactory evidence for to Lender, that Borrower has properly deposited or paid, as required by law, all federal withholding taxes due up to and including the date of such purposeexpiration or termination. In the event that any Lienlien, assessment or tax liability against Borrower shall arise in favor of any taxing authorityauthority and, in the case of a tax liability, not be classified as a Permitted Lien, whether or not notice thereof shall be filed or recorded as may be required by law, Lender shall have the right after five (5) business days’ notice to Borrower (but shall not be obligated, nor shall Lender hereby assume the duty) to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender shall not pay any such tax, assessment or Lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrower. In order to pay any such Lienlien, assessment or tax liability, Lender shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit Borrower’s Indebtedness and shall be paid by Borrower to Lender with interest thereon at the rate applicable to the Revolving CreditDefault Rate, upon demand, and Lender shall be subrogated to all rights of such taxing authority against Borrower.

Withholding and Other Tax Liabilities. Lender The Administrative Agent, in its sole discretion and without any duty to exercise such rights or monitor such obligation of the Borrower, shall have the right to refuse withhold or direct the Lenders to make withhold any Advances from time to time unless the Borrower shall, at Lenderthe Administrative Agent’s request, have given to Lender the Administrative Agent evidence, reasonably satisfactory to Lenderthe Administrative Agent, that the Borrower has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lien, assessment or tax liability against the Borrower or any of the Borrower’s Subsidiaries shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender the Administrative Agent shall have the right right, on one day’s notice to the Borrower (unless the Administrative Agent deems immediate action to be necessary under the circumstances) (but shall not be obligated, nor shall the Administrative Agent or any Lender hereby assume the duty) to pay any such Lien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender the Administrative Agent shall not pay any such tax, assessment or Lien before its due date or if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrowerthe Borrower or such Subsidiary. In order to pay any such Lien, assessment or tax liability, Lender the Administrative Agent shall not be obliged to wait until such liensaid Lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender the Administrative Agent (shared ratably by the Lenders) shall have paid for the discharge of any such Lien shall be added to the Revolving Credit and shall be paid by the Borrower to Lender the Administrative Agent with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender the Administrative Agent shall be subrogated to all rights of such taxing authority against Borrowerthe Borrower or such Subsidiary.

Withholding and Other Tax Liabilities. Lender shall have the right to refuse to make any Advances from time to time unless Borrower shall, at Lender’s request, have given to Lender evidence, reasonably satisfactory to Lender, that Borrower has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall constitute satisfactory evidence for such purpose. In the event that any Lien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender shall have the right (but shall not be obligated, nor shall Lender hereby assume the duty) to pay any such Lien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender shall not pay any such tax, assessment or Lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by BorrowerBorrower and proper reserves are maintained therefor in accordance with GAAP. In order to pay any such Lien, assessment or tax liability, Lender shall not be obliged to wait until such lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender shall have paid for the discharge of any such Lien shall be added to the Revolving Credit Loan and shall be paid by Borrower to Lender with interest thereon at the rate applicable to the Revolving CreditLoan, upon demand, and Lender shall be subrogated to all rights of such taxing authority against Borrower.

Withholding and Other Tax Liabilities. Lender FINOVA shall have the right to --------------------------------------- refuse to make any Advances advances from time to time unless Borrower shall, at Lender’s FINOVA's request, have given to Lender FINOVA evidence, reasonably satisfactory to LenderFINOVA, that Borrower has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advanceloan. Until all of Borrower's liabilities and obligations to FINOVA have been indefeasibly paid and satisfied in full, FINOVA shall be entitled to continue to hold any and all of the Collateral until Borrower has given to FINOVA evidence, reasonably satisfactory to FINOVA, that Borrower has properly deposited or paid, as required by law, all federal withholding taxes due up to and including the date of such expiration or termination. Copies of validated deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lienlien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender FINOVA shall have the right (but shall not be obligated, nor shall Lender FINOVA hereby assume the duty) upon reasonable prior notice to Borrower to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender FINOVA shall not pay any such tax, assessment or Lien lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrower and further provided that Borrower's title to and its right to use, the Collateral is not adversely affected and FINOVA's lien and priority in the Collateral are not affected, altered or impaired thereby. In order to pay any such Lienlien, assessment or tax liability, Lender FINOVA shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender FINOVA shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit Loans and shall be paid by Borrower to Lender FINOVA with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender FINOVA shall be subrogated to all rights of such taxing authority against Borrower. FINOVA may establish reserves against the Borrowing Base for any amounts paid by FINOVA pursuant to this paragraph or for any amounts being contested in good faith under this paragraph.

Withholding and Other Tax Liabilities. Lender Lenders shall have the right to refuse to make any Advances from time to time unless Borrower shall, at Lender’s Agent's request, have given to Lender Agent evidence, reasonably satisfactory to LenderAgent, that Borrower has and each other Obligor have properly deposited or paid, as required by law, all withholding taxes and all federal, state, province, city, county or other taxes due up to and including the date of the requested AdvanceAdvance except for any tax contested in good faith and by appropriate proceedings with notice thereof timely provided to Lender. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lienlien, assessment or tax liability against Borrower any Obligor shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender Agent shall have the right (but shall not be obligated, nor shall Agent or any Lender hereby assume the duty) to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender Agent shall not pay any such tax, assessment or Lien lien (a) if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borroweran Obligor or (b) without ten (10) days prior written notice to Borrower if no Event of Default is then outstanding. In order to pay any such Lienlien, assessment or tax liability, Lender Agent shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender Agent shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit and shall be paid by Borrower Obligors to Lender Agent with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender Agent shall be subrogated to all rights of such taxing authority against BorrowerObligors.

Withholding and Other Tax Liabilities. Lender shall have the right to refuse to make any Advances from time to time unless Borrower Borrowers shall, at Lender’s Xxxxxx's request, have given to Lender evidence, reasonably satisfactory to Lender, that Borrower has Borrowers have properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes, including, without limitation, excise taxes, due up to and including the date of the loan. Until all of Obligations to Lender have been paid in full, Lender shall be entitled to continue to hold any and all of the Collateral until Borrowers have given to Lender evidence, reasonably satisfactory to Lender, that Borrowers have properly deposited or paid, as required by law, all federal withholding taxes due up to and including the date of the requested Advancesuch expiration or termination. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender shall have the right (but shall not be obligated, nor shall Lender hereby assume the duty) upon reasonable prior notice to Borrowers to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender shall not pay any such tax, assessment or Lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrowers and further provided that each Borrower's title to and its right to use, its respective Collateral are not materially adversely affected and Lender's lien and priority in the Collateral are not affected, altered or impaired thereby. In order to pay any such Lien, assessment or tax liability, Lender shall not be obliged to wait until such liensaid Lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit and shall be paid by Borrower Borrowers to Lender with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender shall be subrogated subrogat ed to all rights of such taxing authority against BorrowerBorrowers.

Withholding and Other Tax Liabilities. Lender Agent shall have the right to refuse to make any Advances from time to time unless Borrower shall, at Lender’s Agent's request, have given to Lender Agent evidence, reasonably satisfactory to LenderAgent, that Borrower it has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lienlien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender Agent shall have the right (but shall not be obligated, nor shall Agent or any Lender hereby assume the duty) to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender Agent shall not pay any such tax, assessment or Lien lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrowersuch entity. In order to pay any such Lienlien, assessment or tax liability, Lender Agent shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender Agent (shared ratably by Lenders) shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit and shall be paid by Borrower to Lender Agent with interest thereon at the highest rate applicable to the Revolving Credit, upon demand, and Lender Agent shall be subrogated to all rights of such taxing authority against Borrower.

Withholding and Other Tax Liabilities. Lender shall have the right to refuse to make any Advances from time to time unless Borrower shall, at LenderXxxxxx’s request, have given to Lender evidence, reasonably satisfactory to Lender, that Borrower has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall constitute satisfactory evidence for such purpose. In the event that any Lien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender shall have the right (but shall not be obligated, nor shall Lender hereby assume the duty) to pay any such Lien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender shall not pay any such tax, assessment or Lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrower. In order to pay any such Lien, assessment or tax liability, Lender shall not be obliged to wait until such lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender shall have paid for the discharge of any such Lien shall be added to the Revolving Credit and shall be paid by Borrower to Lender with interest thereon at the rate applicable to the Revolving Credit, upon demand, and Lender shall be subrogated to all rights of such taxing authority against Borrower.

Withholding and Other Tax Liabilities. Each Lender shall have the right to refuse to make any Advances or issue any Letter of Credit from time to time unless the Borrower shall, at LenderAgent’s request, have given to Lender the Agent evidence, reasonably satisfactory to Lenderthe Agent, that Borrower has they have properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested AdvanceAdvance or Letter of Credit issuance. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lienlien, assessment or tax liability against the Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender the Agent shall have the right (but shall not be obligated, nor shall the Agent or any Lender hereby assume the duty) to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender the Agent shall not pay any such tax, assessment or Lien lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrowersuch entity. In order to pay any such Lienlien, assessment or tax liability, Lender the Agent shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender the Agent (shared ratably by the Lenders) shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit Facility and shall be paid by the Borrower to Lender the Agent with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender the Agent shall be subrogated to all rights of such taxing authority against the Borrower.

Withholding and Other Tax Liabilities. Each Lender shall have the right to refuse to make any Advances from time to time unless Borrower shall, at Lender’s Agent's request, have given to Lender Agent evidence, reasonably satisfactory to LenderAgent, that Borrower has they have properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lienlien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender Agent shall have the right (but shall not be obligated, nor shall Agent or any Lender hereby assume the duty) to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender Agent shall not pay any such tax, assessment or Lien lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrowersuch entity. In order to pay any such Lienlien, assessment or tax liability, Lender Agent shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender Agent (shared ratably by Lenders) shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit Facility and shall be paid by Borrower to Lender Agent with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender Agent shall be subrogated to all rights of such taxing authority against Borrower.

Withholding and Other Tax Liabilities. Lender Agent shall have the right to refuse to make any Advances from time to time unless Borrower shall, at LenderAgent’s request, have given to Lender Agent evidence, reasonably satisfactory to LenderAgent, that Borrower it has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lienlien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender Agent shall have the right (but shall not be obligated, nor shall Agent or any Lender hereby assume the duty) to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender Agent shall not pay any such tax, assessment or Lien lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrowersuch entity. In order to pay any such Lienlien, assessment or tax liability, Lender Agent shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender Agent (shared ratably by Lenders) shall have paid for the discharge of any such Lien shall be added to the Revolving Credit and lien shall be paid by Borrower to Lender Agent with interest thereon at the highest rate applicable to the Revolving CreditLoans, upon demand, and Lender Agent shall be subrogated to all rights of such taxing authority against Borrower.

Withholding and Other Tax Liabilities. Lender Bank shall have the right to refuse to make any Advances advances or issue any Letters of Credit hereunder from time to time unless Borrower shall, at Lender’s request, have given to Lender evidence, reasonably satisfactory to Lender, in the event that any Borrower has not properly deposited or paid, as required by law, all withholding taxes and all other federal, state, city, county or other taxes due up to and including the date of a request for an advance. Upon expiration or termination of the requested Advance. Copies Loans and full satisfaction of deposit slips showing payment all Obligations, Bank shall constitute be entitled to continue to hold any and all of the Collateral until Borrowers have given to Bank evidence, in form and substance, satisfactory evidence for to Bank and its counsel, that each Borrower has properly deposited or paid, as required by law, all federal withholding taxes due up to and including the date of such purposeexpiration or termination. In the event that any Lienlien, assessment or tax liability against any Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by lawLaws, Lender Bank shall have the right (but shall not be obligated, obligated nor shall Lender Bank hereby assume the duty) to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender shall not pay any such tax, assessment or Lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrower. In order to pay any such Lienlien, assessment or tax liability, Lender Bank shall not be obliged obligated to wait until such said lien, assessment or tax liability is filed before taking any such action as hereinabove set forth. The Bank shall not, however, make such payment if the lien, assessment or tax liability is being contested in good faith by a Borrower by appropriate proceedings. Any sum or sums which Lender Bank shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit Obligations and shall be paid by Borrower Borrowers to Lender Bank with interest thereon at the rate applicable to the Revolving CreditDefault Rate thereon, upon on demand, and Lender Bank shall be subrogated to all rights of such taxing authority against BorrowerBorrowers.

Withholding and Other Tax Liabilities. Lender shall have the right to refuse to make any Advances advances hereunder from time to time unless Borrower shall, at Lender’s request, shall have given to Lender evidence, reasonably satisfactory to Lender, that Borrower has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advanceadvance. Copies Upon expiration or termination of deposit slips showing payment the CREM Note, Lender shall constitute be entitled to continue to hold any and all of the collateral until Borrower has given to Lender evidence, satisfactory evidence for to Lender, that Borrower has properly deposited or paid, as required by law, all federal withholding taxes due up to and including the date of such purposeexpiration or termination. In the event that any Lienlien, assessment or tax liability against Borrower shall arise in favor of any taxing authorityauthority and, in the case of a tax liability, not be classified as a Permitted Lien, whether or not notice thereof shall be filed or recorded as may be required by law, Lender shall have the right after five (5) business days' notice to Borrower (but shall not be obligated, nor shall Lender hereby assume the duty) to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender shall not pay any such tax, assessment or Lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrower. In order to pay any such Lienlien, assessment or tax liability, Lender shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit Borrower's Indebtedness and shall be paid by Borrower to Lender with interest thereon at the rate applicable to the Revolving CreditDefault Rate, upon demand, and Lender shall be subrogated to all rights of such taxing authority against Borrower.

Withholding and Other Tax Liabilities. Lender DLL shall have the right to refuse to make any Advances advances from time to time unless Borrower shall, at Lender’s DLL's request, have given to Lender DLL evidence, reasonably satisfactory to LenderDLL, that Borrower has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advanceadvance. Until all of Borrower's liabilities and obligations to DLL have been paid in full (and notwithstanding any termination or expiration of this Agreement), DLL shall be entitled to continue to hold any and all of the Collateral until Borrower has given to DLL evidence, reasonably satisfactory to DLL, that Borrower has properly deposited or paid, as required by law, all federal withholding taxes due up to and including the date of such expiration or termination. Copies of validated deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lienlien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender DLL shall have the right (but shall not be obligated, nor shall Lender DLL hereby assume the duty) upon reasonable prior notice to Borrower (which notice shall not be required after the occurrence and during the continuance of an Event of Default) to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender DLL shall not pay any such tax, assessment or Lien lien if the amount, applicability or validity thereof is being contested by Borrower reasonably and in good faith through proper proceedings (but only so long as appropriate reserves as shall be required in conformity with GAAP have been established in respect of such contested obligations and by appropriate proceedings by the enforcement of such liens are effectively stayed pending the resolution of the applicable contest proceedings) and further provided that Borrower's title to and its right to use, the Collateral are not materially adversely affected and DLL's lien and priority in the Collateral are not affected, altered or impaired thereby. In order to pay any such Lienlien, assessment or tax liability, Lender DLL shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forthpermitted hereby. Any sum or sums which Lender DLL shall have paid for the discharge of any such Lien lien shall constitute an Obligation secured by the Collateral and shall be added to the Revolving Credit Loans and shall be paid by Borrower to Lender DLL with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender DLL shall be subrogated to all rights of such taxing authority against Borrower. DLL may establish reserves against the Revolving Loans Borrowing Base Amount for any amounts paid by DLL pursuant to this paragraph or for any amounts being contested in good faith under this paragraph.

Withholding and Other Tax Liabilities. Each Lender shall have the ------------------------------------- right to refuse to make any Advances from time to time unless Borrower Borrowers shall, at Lender’s Agent's request, have given to Lender Agent evidence, reasonably satisfactory to LenderAgent, that Borrower has they have properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lienlien, assessment or tax liability against Borrower Borrowers shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender Agent shall have the right (but shall not be obligated, nor shall Agent or any Lender hereby assume the duty) to pay any such Lienlien, assess assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender Agent shall not pay any such tax, assessment or Lien lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrowersuch entity. In order to pay any such Lienlien, assessment or tax liability, Lender Agent shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender Agent (shared ratably by Lenders) shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit and shall be paid by Borrower to Lender Agent with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender Agent shall be subrogated to all rights of such taxing authority against Borrower.. 10.17

Withholding and Other Tax Liabilities. Lender DLL shall have the right to refuse to make any Advances advances from time to time unless Borrower shall, at LenderDLL’s request, have given to Lender DLL evidence, reasonably reason­ably satisfactory to LenderDLL, that Borrower has properly deposited or paid, as required by law, all withholding taxes and all federal, stateprovincial, city, county local or other domestic or foreign taxes due up to and including the date of the requested Advanceadvance. Until all of Borrower’s liabilities and obligations to DLL have been paid in full (and notwithstanding any termination or expiration of this Agreement), DLL shall be entitled to continue to hold any and all of the Collateral until Borrower has given to DLL evidence, reasonably satisfactory to DLL, that Borrower has properly deposited or paid, as required by law, all federal withholding taxes due up to and including the date of such expiration or termination. Copies of validated deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lienlien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender DLL shall have the right (but shall not be obligated, nor shall Lender DLL hereby assume the duty) upon reasonable prior notice to Borrower (which notice shall not be required after the occurrence and during the continuance of an Event of Default) to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender DLL shall not pay any such tax, assessment or Lien lien if the amount, applicability or validity thereof is being contested by Borrower reasonably and in good faith through proper proceedings (but only so long as appropriate reserves as shall be required in conformity with GAAP have been established in respect of such contested obligations and by appropriate proceedings by the enforcement of such liens are effectively stayed pending the resolution of the applicable contest proceedings) and further provided that Borrower’s title to and its right to use, the Collateral are not materially adversely affected and DLL’s lien and priority in the Collateral are not affected, altered or impaired thereby. In order to pay any such Lienlien, assessment or tax liability, Lender DLL shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forthpermitted hereby. Any sum or sums which Lender DLL shall have paid for the discharge of any such Lien lien shall constitute an Obligation secured by the Collateral and shall be added to the Revolving Credit Loans and shall be paid by Borrower to Lender DLL with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender DLL shall be subrogated to all rights of such taxing authority against Borrower. DLL may establish reserves against the Revolving Credit Borrowing Base Amount for any amounts paid by DLL pursuant to this paragraph or for any amounts being contested in good faith under this paragraph.

Withholding and Other Tax Liabilities. Each Lender shall have the right to refuse to make any Advances from time to time unless Borrower Borrowers shall, at Lender’s Agent's request, have given to Lender Agent evidence, reasonably satisfactory to LenderAgent, that Borrower has Borrowers have properly deposited or paid, as required by law, all withholding with holding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lienlien, assessment or tax liability against Borrower Borrowers shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender Agent shall have the right (but shall not be obligated, nor shall Agent or any Lender hereby assume the duty) to pay any such Lienlien, assessment assess ment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender Agent shall not pay any such tax, assessment or Lien lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by BorrowerBorrowers. In order to pay any such Lienlien, assessment or tax liability, Lender Agent shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender Agent (shared ratably by Lenders) shall have paid for the discharge of any such Lien lien shall be added to the treated as a Revolving Credit Loan and shall be paid by Borrower Borrowers to Lender Agent with interest thereon at the rate highest applicable to the Revolving CreditBorrowing Rate or Default Rate, as applicable, upon demand, and Lender Agent shall be subrogated to all rights of such taxing authority against BorrowerBorrowers.

Withholding and Other Tax Liabilities. Lender shall have the right to refuse to make any Advances advances from time to time unless Borrower Borrowers shall, at Lender’s 's request, have given to Lender evidence, reasonably satisfactory to Lender, that Borrower has Borrowers have properly deposited or paid, as required by applicable law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advanceloan. Until all of Borrowers' liabilities and obligations to Lender have been paid in full, Lender shall be entitled to continue to hold any and all of the Collateral until Borrowers have given to Lender evidence, reasonably satisfactory to Lender, that Borrowers have properly deposited or paid, as required by law, all federal withholding taxes due up to and including the date of such expiration or termination. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any Lienlien, assessment or tax liability against Borrower Borrowers shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender shall have the right (but shall not be obligated, nor shall Lender hereby assume the duty) upon reasonable prior notice to Borrowers to pay any such Lienlien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender shall not pay any such tax, assessment or Lien lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by BorrowerBorrowers and further provided that by Borrowers' title to and its right to use, the Collateral are not materially adversely affected and Lender's lien and priority in the Collateral are not adversely affected, altered or impaired thereby. In order to pay any such Lienlien, assessment or tax liability, Lender shall not be obliged to wait until such said lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender shall have paid for the discharge of any such Lien lien shall be added to the Revolving Credit and shall be paid by Borrower Borrowers to Lender with interest thereon at the rate applicable to the Revolving Creditthereon, upon demand, and Lender shall be subrogated to all rights of such taxing authority against BorrowerBorrowers.