Common use of Liens and Taxes Clause in Contracts

Liens and Taxes. Lessee will, at its expense, keep the Equipment free and clear of all levies, liens and encumbrances. Lessee shall not assign or otherwise encumber this Master Equipment Lease, any Promissory Note and Equipment Schedule or any of its rights hereunder without the prior written consent of Lessor. Lessee will declare and pay when due all license fees, registration fees, assessments, charges and taxes, whether municipal, state or federal, including, but not limited to, sales, use, excise and property taxes, and penalties and interest with respect thereto, excluding, however, 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 of a default under this Master Lease Agreement if requested by Lessor, Lessee shall pay, on such periodic basis as Lessor shall reasonably require, such proportionate amount of the aforesaid fees as shall be necessary to enable Lessor to pay such taxes as and when due (herein "Impound Account"). Lessor may commingle such tax payment amounts with its other funds and shall not be obligated to pay Lessee interest on such 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 (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 any amount adjudged by a court of competent jurisdiction to be due, with all interest, costs and penalties thereon, promptly after such judgment becomes final; and provided further that in any event each such contest shall be concluded and the taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Equipment and/or the Real Property may be sold, lost or forfeited.

Liens and Taxes. Lessee willThe Borrower shall (a) pay, at its expenseprior 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. Lessee shall not assign Permitted Transfers of Personal Property, (c) promptly pay or otherwise encumber this Master Equipment Leasecause to be paid, any Promissory Note and Equipment Schedule obtain valid and enforceable lien releases or any waivers (together with invoices or receipts identifying the nature of its rights hereunder without each payment) from, all Lien Claimants, (d) take all other necessary steps to forestall the prior written consent assertion of Lessor. Lessee will declare Lien Claims, and (e) pay and perform when due all license fees, registration fees, assessments, charges and taxes, whether municipal, state other obligations secured by or federal, including, but not limited to, sales, use, excise and property taxes, and penalties and interest with respect thereto, excluding, however, constituting a Lien affecting 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 of a default under this Master Lease Agreement if requested by Lessor, Lessee shall pay, on such periodic basis as Lessor shall reasonably require, such proportionate amount of the aforesaid fees as shall be necessary to enable Lessor to pay such taxes as and when due (herein "Impound Account"). Lessor may commingle such tax payment amounts with its other funds and Collateral, except that the Borrower shall not be obligated required to pay Lessee interest on or perform any such funds collected. Notwithstanding the foregoingTaxes, Lessee may Lien Claims or other obligations which are being actively contested in good faith by appropriate proceedings and upon notice to Lessorproceedings, contest provided that the validity, applicability Borrower has posted such security for the payment or amount of any asserted tax or assessment so long as (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 performance of such tax Taxes, Lien Claims or assessment will not result in other obligations as the saleLender may reasonably require and, lossby reason of nonpayment, forfeiture or diminution none of the Equipment or Real Property Collateral or any part thereof Lien or any other interest of Lessor therein, and (c) prior to the earlier Lender under the Loan Documents is prejudiced or in danger 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 any amount adjudged by a court of competent jurisdiction to be due, with all interest, costs and penalties thereon, promptly after such judgment becomes final; and provided further that in any event each such contest shall be concluded and the taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Equipment and/or the Real Property may be being sold, foreclosed or otherwise lost or forfeited. In the event that any action or other proceeding is instituted to enforce any Lien (including any mechanics lien, and 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 release the stop notice or Lien. Upon failure of the Borrower to take any of the foregoing actions in a timely manner, 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 Loan Documents.

Liens and Taxes. Lessee willThe Borrower shall (a) pay, at its expenseprior 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. Lessee shall not assign Permitted Transfers, (c) promptly pay or otherwise encumber this Master Equipment Leasecause 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 Promissory Note Improvements and Equipment Schedule a notice of cessation of labor upon cessation of construction for a continuous period of 30 days or any more, and take all other steps necessary to forestall the assertion of its rights hereunder without the prior written consent of Lessor. Lessee will declare Lien Claims, and (e) pay and perform when due all license fees, registration fees, assessments, charges and taxes, whether municipal, state other obligations secured by or federal, including, but not limited to, sales, use, excise and property taxes, and penalties and interest with respect thereto, excluding, however, constituting a Lien affecting 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 of a default under this Master Lease Agreement if requested by Lessor, Lessee shall pay, on such periodic basis as Lessor shall reasonably require, such proportionate amount of the aforesaid fees as shall be necessary to enable Lessor to pay such taxes as and when due (herein "Impound Account"). Lessor may commingle such tax payment amounts with its other funds and Collateral, except that the Borrower shall not be obligated required to pay Lessee interest on or perform any such funds collected. Notwithstanding the foregoingTaxes, Lessee may Lien Claims or other obligations which are being actively contested in good faith by appropriate proceedings and upon notice to Lessorproceedings, contest provided that the validity, applicability Borrower has posted such security for the payment or amount of any asserted tax or assessment so long as (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 performance of such tax Taxes, Lien Claims or assessment will not result in other obligations as the saleLender may reasonably require and, lossby reason of nonpayment, forfeiture or diminution none of the Equipment or Real Property Collateral or any part thereof Lien or any other interest of Lessor therein, and (c) prior to the earlier Lender under the Loan Documents is prejudiced or in danger 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 any amount adjudged by a court of competent jurisdiction to be due, with all interest, costs and penalties thereon, promptly after such judgment becomes final; and provided further that in any event each such contest shall be concluded and the taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Equipment and/or the Real Property may be being sold, foreclosed or otherwise lost or forfeited. In the event that a mechanic's lien is filed or any action or other proceeding is instituted to enforce any Lien (including any mechanic's lien, and 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 release the Lien. Upon failure of the Borrower to release any such Lien, 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 Loan Documents.

Liens and Taxes. Lessee willSubject to the right of Grantor to contest any such payments in accordance with the terms of the Agreement, at 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, 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. Lessee shall not assign or otherwise encumber this Master Equipment LeasePermitted Transfers, any Promissory Note (c) diligently post and Equipment Schedule or any record notice of its rights hereunder without the prior written consent of Lessor. Lessee will declare nonresponsibility where appropriate, and (d) pay and perform when due all license fees, registration fees, assessments, charges and taxes, whether municipal, state other obligations secured by or federal, including, but not limited to, sales, use, excise and property taxes, and penalties and interest with respect thereto, excluding, however, constituting a Lien affecting 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 of a default under this Master Lease Agreement if requested by Lessor, Lessee shall pay, on such periodic basis as Lessor shall reasonably require, such proportionate amount part of the aforesaid fees as shall be necessary to enable Lessor to pay such taxes as and when due (herein "Impound Account"). Lessor may commingle such tax payment amounts with its other funds and Trust Property, except that the Grantor shall not be obligated required to pay Lessee interest on or perform any such funds collected. Notwithstanding the foregoingTaxes, Lessee may Liens or other obligations which arc being actively contested in good faith by appropriate proceedings and upon notice to Lessorproceedings, contest provided that the validity, applicability Grantor has posted such security for the payment or amount of any asserted tax or assessment so long as (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 performance of such tax Taxes, Liens or assessment will not result other obligations as any Governmental Agency may require, or, to the extent such Taxes, Liens or other obligations exceed $50,000 in the saleaggregate, loss, forfeiture or diminution the Beneficiary may reasonably require (not to exceed 100% of the Equipment or Real Property potential liability thereunder) and, by reason of nonpayment, none of the Collateral or any part thereof Lien or other interest of the Beneficiary under this Deed of Trust or any interest of Lessor therein, and (c) prior to the earlier of the commencement other Loan Documents is prejudiced or in danger of such contest being sold, foreclosed or the delinquency date of the asserted tax otherwise lost or assessmentforfeited, 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 any amount adjudged by a court of competent jurisdiction to be due, with all interest, costs and penalties thereon, promptly after such judgment becomes final; and provided further that if any action or other proceeding is instituted to enforce any Lien against any of the Collateral, the Grantor shall immediately make such payments, obtain such surety bonds and/or take such other action as the Beneficiary may reasonably require in any event each order to release such contest shall be concluded and the taxes, assessments, interest, costs and penalties shall be paid prior to the date any writ or order is issued under which the Equipment and/or the Real Property may be sold, lost or forfeitedLien.