Common use of Liens and Taxes Clause in Contracts

Liens and Taxes. At its expense, Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances (“Liens”) except those created under this Agreement. Lessee shall reimburse Lessor for any expenses incurred by Lessor to discharge or remove any Lien. The parties hereto contemplate that the Equipment will be exempt from all taxes presently assessed and levied with respect to personal property; however, in the event that the Equipment is found to be subject to taxation in any form, Lessee shall pay when due, all charges and taxes (local, state and federal) which may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the Equipment, and all special assessments and charges lawfully made by any governmental body that may be secured by a Lien on the Equipment, provided that with respect to special assessments or governmental charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as are required to be paid during the Lease Term as and when the same become due. Notwithstanding this obligation, Lessee shall not be required to pay all taxes on or measured by the income of Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any charge or tax which is an obligation of Lessee under this Section 13. If Lessee fails to pay said charges and taxes when due, Lessor shall have the right, but shall not be obligated, to pay said charges and taxes, and should Lessor choose to exercise this right, Lessee shall reimburse Lessor in the amount of such taxes or charges paid by Lessor, plus interest at the rate of 18% per annum or the maximum rate permitted by law, whichever is less.

Liens and Taxes. At its expenseThe Borrower shall (a) pay, Lessee shall prior to delinquency, all Taxes which are or may become a Lien affecting any of the Collateral, and not consent to any Special Taxes which affect or may affect any of the Collateral, (b) keep the Equipment Collateral free and clear of all leviesLiens and Rights of Others, liens subject only to Permitted Exceptions and encumbrances Permitted Transfers of Personal Property, (“Liens”c) promptly pay or cause to be paid, and obtain valid and enforceable lien releases or waivers (together with invoices or receipts identifying the nature of each payment) from, all Lien Claimants, (d) take all other necessary steps to forestall the assertion of Lien Claims, and (e) pay and perform when due all other obligations secured by or constituting a Lien affecting any of the Collateral, except those created under this Agreement. Lessee shall reimburse Lessor for any expenses incurred by Lessor to discharge or remove any Lien. The parties hereto contemplate that the Equipment will be exempt from all taxes presently assessed and levied with respect to personal property; however, in the event that the Equipment is found to be subject to taxation in any form, Lessee shall pay when due, all charges and taxes (local, state and federal) which may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the Equipment, and all special assessments and charges lawfully made by any governmental body that may be secured by a Lien on the Equipment, provided that with respect to special assessments or governmental charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as are required to be paid during the Lease Term as and when the same become due. Notwithstanding this obligation, Lessee Borrower shall not be required to pay all taxes on or measured perform any such Taxes, Lien Claims or other obligations which are being actively contested in good faith by appropriate proceedings, provided that the income Borrower has posted such security for the payment or performance of Lessorsuch Taxes, its successors Lien Claims or assignsother obligations as the Lender may reasonably require and, unless such tax by reason of nonpayment, none of the Collateral or any Lien or other interest of the Lender under the Loan Documents is made prejudiced or in lieu danger of being sold, foreclosed or as a substitute for otherwise lost or forfeited. In the event that any charge action or tax which other proceeding is an obligation of Lessee under this Section 13. If Lessee fails instituted to pay said charges and taxes when due, Lessor shall have the right, but shall not be obligated, to pay said charges and taxesenforce any Lien (including any mechanics lien, and should Lessor choose whether or not such Lien constitutes a Permitted Exception) against any of the Collateral, the Borrower shall immediately make such payments, obtain such surety bonds and/or take such other action as the Lender may reasonably require in order to exercise this rightrelease the stop notice or Lien. Upon failure of the Borrower to take any of the foregoing actions in a timely manner, Lessee shall reimburse Lessor the Lender may, at its option, file an interpleader action to resolve any pending claims. The Borrower irrevocably appoints the Lender as its agent (such agency being coupled with an interest) to file any notices that the Lender deems appropriate in order to protect its interests under the amount of such taxes or charges paid by Lessor, plus interest at the rate of 18% per annum or the maximum rate permitted by law, whichever is lessLoan Documents.

Liens and Taxes. At Lessee will, at its expense, Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances (“Liens”) except those created under this Agreementencumbrances. Lessee shall reimburse Lessor for not assign or otherwise encumber this Master Equipment Lease, any expenses incurred by Lessor to discharge Promissory Note and Equipment Schedule or remove any Lienof its rights hereunder without the prior written consent of Lessor. The parties hereto contemplate that the Equipment Lessee will be exempt from declare and pay when due all taxes presently assessed license fees, registration fees, assessments, charges and levied taxes, whether municipal, state or federal, including, but not limited to, sales, use, excise and property taxes, and penalties and interest with respect to personal property; thereto, excluding, however, in any taxes based on or measured solely by Lessor's net income. Lessee shall provide evidence of any payment hereunder upon request of Lessor. In the event that the Equipment is found to be subject to taxation in any formof a default under this Master Lease Agreement if requested by Lessor, Lessee shall pay when duepay, all charges and taxes (localon such periodic basis as Lessor shall reasonably require, state and federal) which may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use such proportionate amount of the Equipment, aforesaid fees as shall be necessary to enable Lessor to pay such taxes as and all special assessments when due (herein "Impound Account"). Lessor may commingle such tax payment amounts with its other funds and charges lawfully made by any governmental body that may be secured by a Lien on the Equipment, provided that with respect to special assessments or governmental charges that may lawfully be paid in installments over a period of years, Lessee shall not be obligated to pay only Lessee interest on such installments funds collected. Notwithstanding the foregoing, Lessee may in good faith by appropriate proceedings and upon notice to Lessor, contest the validity, applicability or amount of any asserted tax or assessment so long as are required (a) such contest is diligently pursued, (b) Lessor determines, in its subjective opinion, that such contest suspends the obligation to pay the tax and the nonpayment of such tax or assessment will not result in the sale, loss, forfeiture or diminution of the Equipment or Real Property or any part thereof or any interest of Lessor therein, and (c) prior to the earlier of the commencement of such contest or the delinquency date of the asserted tax or assessment, Lessee deposits with Lessor in the Impound Account an amount to be adequate to cover possible interest, costs and penalties; provided, however, that Lessee shall promptly cause to be paid during the Lease Term as and when the same become due. Notwithstanding this obligation, Lessee shall not any amount adjudged by a court of competent jurisdiction to be required to pay all taxes on or measured by the income of Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any charge or tax which is an obligation of Lessee under this Section 13. If Lessee fails to pay said charges and taxes when due, Lessor with all interest, costs and penalties thereon, promptly after such judgment becomes final; and provided further that in any event each such contest shall have be concluded and the right, but shall not be obligated, to pay said charges and taxes, assessments, interest, costs and should Lessor choose penalties shall be paid prior to exercise this rightthe date any writ or order is issued under which the Equipment and/or the Real Property may be sold, Lessee shall reimburse Lessor in the amount of such taxes lost or charges paid by Lessor, plus interest at the rate of 18% per annum or the maximum rate permitted by law, whichever is lessforfeited.

Liens and Taxes. At its expenseThe Borrower shall (a) pay, Lessee shall prior to delinquency, all Taxes which are or may become a Lien affecting any of the Collateral, and not consent to any Special Taxes which affect or may affect any of the Collateral, (b) keep the Equipment Collateral free and clear of all leviesLiens and Rights of Others, liens subject only to Permitted Exceptions and encumbrances Permitted Transfers, (“Liens”c) promptly pay or cause to be paid, and obtain valid and enforceable lien releases or waivers (together with invoices or receipts identifying the nature of each payment) from, all Lien Claimants, (d) to the extent permitted by applicable Laws, diligently file or procure the filing of valid notices of completion upon completion of construction of any Improvements and a notice of cessation of labor upon cessation of construction for a continuous period of 30 days or more, and take all other steps necessary to forestall the assertion of Lien Claims, and (e) pay and perform when due all other obligations secured by or constituting a Lien affecting any of the Collateral, except those created under this Agreement. Lessee shall reimburse Lessor for any expenses incurred by Lessor to discharge or remove any Lien. The parties hereto contemplate that the Equipment will be exempt from all taxes presently assessed and levied with respect to personal property; however, in the event that the Equipment is found to be subject to taxation in any form, Lessee shall pay when due, all charges and taxes (local, state and federal) which may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the Equipment, and all special assessments and charges lawfully made by any governmental body that may be secured by a Lien on the Equipment, provided that with respect to special assessments or governmental charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as are required to be paid during the Lease Term as and when the same become due. Notwithstanding this obligation, Lessee Borrower shall not be required to pay all taxes on or measured perform any such Taxes, Lien Claims or other obligations which are being actively contested in good faith by appropriate proceedings, provided that the income Borrower has posted such security for the payment or performance of Lessorsuch Taxes, its successors Lien Claims or assignsother obligations as the Lender may reasonably require and, unless such tax by reason of nonpayment, none of the Collateral or any Lien or other interest of the Lender under the Loan Documents is made prejudiced or in lieu danger of being sold, foreclosed or as otherwise lost or forfeited. In the event that a substitute for mechanic's lien is filed or any charge action or tax which other proceeding is an obligation of Lessee under this Section 13. If Lessee fails instituted to pay said charges and taxes when due, Lessor shall have the right, but shall not be obligated, to pay said charges and taxesenforce any Lien (including any mechanic's lien, and should Lessor choose whether or not such Lien constitutes a Permitted Exception) against any of the Collateral, the Borrower shall immediately make such payments, obtain such surety bonds and/or take such other action as the Lender may reasonably require in order to exercise this rightrelease the Lien. Upon failure of the Borrower to release any such Lien, Lessee shall reimburse Lessor the Lender may, at its option, file an interpleader action to resolve any pending claims. The Borrower irrevocably appoints the Lender as its agent (such agency being coupled with an interest) to file any notices (including notices of completion and cessation of labor) that the Lender deems appropriate in order to protect its interests under the amount of such taxes or charges paid by Lessor, plus interest at the rate of 18% per annum or the maximum rate permitted by law, whichever is lessLoan Documents.

Liens and Taxes. At Subject to the right of Grantor to contest any such payments in accordance with the terms of the Agreement, Grantor shall (a) pay, prior to delinquency, all Taxes which are or may become a Lien affecting any part of the Trust Property and not give its expenseexpress consent or affirmative vote to any Special Taxes which affect or may affect any of the Trust Property without first obtaining Beneficiary's prior written consent, Lessee such consent not to be unreasonably withheld, delayed or conditioned (but shall not be required to contest the imposition of Special Taxes), (b) keep the Equipment Trust Property free and clear of all leviesLiens and Rights of Others, liens subject only to Permitted Exceptions and encumbrances Permitted Transfers, (“Liens”c) diligently post and record notice of nonresponsibility where appropriate, and (d) pay and perform when due all other obligations secured by or constituting a Lien affecting any part of the Trust Property, except those created under this Agreement. Lessee shall reimburse Lessor for any expenses incurred by Lessor to discharge or remove any Lien. The parties hereto contemplate that the Equipment will be exempt from all taxes presently assessed and levied with respect to personal property; however, in the event that the Equipment is found to be subject to taxation in any form, Lessee shall pay when due, all charges and taxes (local, state and federal) which may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the Equipment, and all special assessments and charges lawfully made by any governmental body that may be secured by a Lien on the Equipment, provided that with respect to special assessments or governmental charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as are required to be paid during the Lease Term as and when the same become due. Notwithstanding this obligation, Lessee Grantor shall not be required to pay all taxes on or measured perform any such Taxes, Liens or other obligations which arc being actively contested in good faith by appropriate proceedings, provided that the income Grantor has posted such security for the payment or performance of Lessorsuch Taxes, its successors Liens or assignsother obligations as any Governmental Agency may require, unless or, to the extent such tax is made Taxes, Liens or other obligations exceed $50,000 in lieu the aggregate, the Beneficiary may reasonably require (not to exceed 100% of the potential liability thereunder) and, by reason of nonpayment, none of the Collateral or as a substitute for any charge Lien or tax which is an obligation other interest of Lessee the Beneficiary under this Section 13. If Lessee fails to pay said charges and taxes when dueDeed of Trust or any of the other Loan Documents is prejudiced or in danger of being sold, Lessor shall have the right, but shall not be obligated, to pay said charges and taxesforeclosed or otherwise lost or forfeited, and should Lessor choose provided further that if any action or other proceeding is instituted to exercise this rightenforce any Lien against any of the Collateral, Lessee the Grantor shall reimburse Lessor immediately make such payments, obtain such surety bonds and/or take such other action as the Beneficiary may reasonably require in the amount of order to release such taxes or charges paid by Lessor, plus interest at the rate of 18% per annum or the maximum rate permitted by law, whichever is lessLien.

Liens and Taxes. At its expenseBorrower shall (a) pay, Lessee shall prior to --------------- delinquency, all Taxes which are or may become a Lien affecting any of the Collateral, and not consent to any Special Taxes which affect or may affect any of the Collateral, (b) keep the Equipment Collateral free and clear of all leviesLiens and Rights of Others, liens subject only to Permitted Exceptions and encumbrances Permitted Transfers, (“Liens”c) except those created under this Agreement. Lessee shall reimburse Lessor for diligently post and record notice of nonresponsibility where appropriate, and (d) pay and perform when due all other obligations secured by or constituting a Lien affecting any expenses incurred by Lessor to discharge or remove any Lien. The parties hereto contemplate that the Equipment will be exempt from all taxes presently assessed and levied with respect to personal property; however, in the event that the Equipment is found to be subject to taxation in any form, Lessee shall pay when due, all charges and taxes (local, state and federal) which may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the EquipmentCollateral, and all special assessments and charges lawfully made by any governmental body except that may be secured by a Lien on the Equipment, provided that with respect to special assessments or governmental charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as are required to be paid during the Lease Term as and when the same become due. Notwithstanding this obligation, Lessee Borrower shall not be required to pay all taxes on or measured perform any such Taxes, Liens or other obligations which are being actively contested in good faith by appropriate proceedings, provided that Borrower has posted such security for the income payment or performance of Lessorsuch Taxes, its successors Liens or assignsother obligations as Lender may reasonably require and, unless such tax by reason of nonpayment, none of the Collateral or any Lien or other interest of Lender under the Loan Documents is made prejudiced or in lieu danger of being sold, foreclosed or as a substitute for any charge otherwise lost or tax which is an obligation of Lessee under this Section 13. If Lessee fails to pay said charges and taxes when due, Lessor shall have the right, but shall not be obligated, to pay said charges and taxesforfeited, and should Lessor choose provided further that if any action or other proceeding is instituted to exercise this rightenforce any Lien against any of the Collateral, Lessee Borrower shall reimburse Lessor immediately make such payments, obtain such surety bonds and/or take such other action as Lender may reasonably require in the amount of order to release such taxes or charges paid by Lessor, plus interest at the rate of 18% per annum or the maximum rate permitted by law, whichever is lessLien.