Preference Issues. If any First Lien Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of any Grantor any amount (a “Recovery”), then the First Lien Debt shall be reinstated to the extent of such Recovery and the First Lien Secured Parties shall be entitled to a Discharge of First Lien Debt with respect to all such recovered amounts. If this Intercreditor Agreement shall have been terminated prior to such Recovery, this Intercreditor Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement.

#​ and each of its officers and directors are in compliance in all material respects with, and have complied in all material respects, with # the applicable provisions of the Sarbanes-Oxley Act and the related rules and regulations promulgated under such act and # the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

Patriot, the Bank, and each of their officers and directors are in compliance in all material respects with, and have complied in all material respects, with # the applicable provisions of the Sarbanes-Oxley Act and the related rules and regulations promulgated under such act and # the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

Resolution of Interference Issues. Manager will take whatever actions are reasonably necessary to resolve any interference-related matters arising from operation of the FCC Spectrum.

Monitor the Company’s tax issues and communicate with CPA firms as necessary to resolve tax issues.

Direction of tax research and planning, including research of compliance issues for consistency, development

In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Agreement Payments, the Executive shall permit the Company to control issues related to the Agreement Payments or any excise tax thereon, provided that such issues do not potentially materially adversely affect the Executive. If the Company commits to control such issues, it shall pay all fees (including without limitation legal and other professional fees) associated therewith. In the event of any conference with any taxing authority as to the Agreement Payments, any excise tax thereon, or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and any representative of the Executive shall cooperate with the Company and its representative.

YourSpace has filed with the appropriate taxing authorities any Tax Returns required to be filed by it (taking into account all applicable extensions). No claim has ever been made in writing or otherwise addressed to YourSpace by a taxing authority in a jurisdiction where YourSpace does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.

Except as set forth herein, the Company has filed all Tax returns required to be filed by it (taking into account all applicable extensions or agreed payment schedules). No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax returns that it is or may be subject to taxation by that jurisdiction. The Company has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice.

You hereby agree to make adequate provision for foreign, federal, state and local taxes and social insurance contributions required by law to be withheld, if any, which arise in connection with the grant or vesting of the Award Shares. The Company shall have the right to deduct from any compensation or any other payment of any kind due you (including withholding the issuance or delivery of shares of common stock or redeeming Award Shares) the amount of any federal, state, local or foreign taxes and social insurance contributions required by law to be withheld as a result of the grant or vesting of the Award Shares in whole or in part.