Common use of Liens; Taxes Clause in Contracts

Liens; Taxes. 6.1 Lessee shall not directly or indirectly create, incur, assume or suffer to exist any mortgage, lien, security interest, charge, encumbrance or claim (each a “Lien”) on or with respect to this Master Lease or any Schedule, the Equipment, title thereto or any interest therein except a Lien created by Lessor or Assignee, and Lessee shall immediately at its own expense take all actions as may be necessary to discharge such Lien. 6.2 Lessee shall file and pay all income, ad valorem, value added, leasing, leasing use, stamp or other taxes, levies, imposts, duties, charges or withholdings of any nature arising out of the transactions contemplated herein and imposed against Lessor, Lessee, or the Equipment by any federal, state, local, or foreign government or taxing authority upon or with respect to the Equipment or upon the sale, purchase, ownership, delivery, leasing, possession, use, operation, return or other disposition thereof, or upon the Rent, receipts or earnings arising therefrom, or upon or with respect to this Master Lease (“Impositions”), excluding, however, Impositions on, or measured solely by, the net income of Lessor and franchise or similar taxes based on Lessor’s business existence or status. Lessee shall reimburse Lessor for all Impositions to the extent paid by Lessor, and Lessee shall pay Lessor an administrative fee thereon if assessed by Lessor, such fee not to exceed five percent (5%) of the amount of reimbursable Impositions. Lessee shall also reimburse Lessor for all sales or use taxes assessed on Rent, installation, transportation or other services relating to the Equipment. In the event Lessee either self assesses sales or use tax or is required to pay directly sales tax or use tax or any Imposition relating to any charge made by Lessor to Lessee, Lessee promptly shall forward copies of all pertinent returns or audit documents to Lessor. Lessee shall not report any Equipment as directly assessable to Lessee without the prior consent of Lessor. Any penalties, fines, or interest relating to returns to be filed by Lessee or payments to be made by Lessee directly to any taxing authority and later assessed to Lessor shall be paid by Lessee. All payments and advances made by Lessor shall be deemed Rent, including but not limited to, all Impositions owed directly by Lessor for which Lessee has responsibility for reimbursement hereunder and all amounts advanced by Lessor to pay Impositions otherwise owed by Lessee.

Liens; Taxes. 6.1 Lessee shall not directly or indirectly create, incur, assume or suffer to exist any mortgage, lien, security interest, charge, encumbrance or claim (each a “Lien”) on or with respect to this Master Lease or any Schedule, the Equipment, title thereto or any interest therein except a Lien contemplated under the Multiparty Agreement or the Senior Credit Agreement or created by Lessor or Assignee, and Lessee shall immediately at its own expense take all actions as may be necessary to discharge such Lienany Lien not permitted hereby. 6.2 Subject to the Supplemental Terms Rider, Lessee or a Permitted Sublessee shall file and pay all income, ad valorem, value added, leasing, leasing use, stamp or other taxes, levies, imposts, duties, charges or withholdings of any nature arising out of the transactions contemplated herein and imposed against Lessor, Lessee, or the Equipment by any federal, state, local, or foreign government or taxing authority upon or with respect to the Equipment or upon the sale, purchase, ownership, delivery, leasing, possession, use, operation, return or other disposition thereof, or upon the Rent, receipts or earnings arising therefrom, or upon or with respect to this Master Lease (“Impositions”), excluding, however, Impositions on, or measured solely by, the gross or net income of Lessor (other than sales or use taxes) and franchise or similar taxes based on Lessor’s business existence or statusstatus (“Excluded Impositions”). Lessee or a Permitted Sublessee shall reimburse Lessor for all Impositions (other than Excluded Impositions) to the extent paid by Lessor, and Lessee shall pay Lessor an administrative fee thereon if assessed by Lessor, such fee not to exceed five percent (5%) of the amount of reimbursable Impositions. Lessee or a Permitted Sublessee shall also reimburse Lessor for all sales or use taxes assessed on Rent, property tax assessed on Equipment, installation, transportation or other services relating to the EquipmentEquipment to the extent Lessor does not withdraw the same from the Use Tax Account (as defined in the Multiparty Agreement). In the event Lessee or a Permitted Sublessee either self assesses sales or use tax or is required to pay directly sales tax or use tax or any Imposition relating to any charge made by Lessor to Lessee, Lessee or such Permitted Sublessee promptly shall forward copies of all pertinent returns or audit documents to Lessor. Lessee shall not report any Equipment as directly assessable to Lessee without the prior consent of Lessor, which consent shall not be unreasonably withheld. Any penalties, fines, or interest relating to returns to be filed by Lessee or payments to be made by Lessee directly to any taxing authority and later assessed to Lessor shall be paid by Lessee. Lessee or a Permitted Sublessee may contest, in good faith, any Impositions, but such contest shall not relieve Lessee of its indemnification and reimbursement obligations to Lessor hereunder, provided, that Lessor shall reasonably cooperate with the Lessee, at Lessee’s expense, in contesting any such Impositions. All payments and advances made by Lessor on behalf of Lessee shall be deemed Rentadded to Lessee’s Rent Balance and shall be reimbursed by Lessee, including but not limited to, all Impositions owed directly by Lessor for which Lessee has responsibility for reimbursement hereunder and all amounts advanced by Lessor to pay Impositions (other than Excluded Impositions) otherwise owed by Lessee.

Liens; Taxes. 6.1 Lessee shall not directly or indirectly create, incur, assume or suffer to exist any mortgage, lien, security interest, charge, encumbrance or claim (each a “Lien”) on or with respect to this Master Lease or any Schedule, the Equipment, title thereto or any interest therein except a Lien those Liens created by Lessor or AssigneeLessor’s assignee, and Lessee shall immediately at its own expense take all actions action as may be necessary to discharge such Lien. 6.2 Lessee shall file and pay all income, ad valorem, value added, leasing, leasing use, stamp or other taxes, levies, levies imposts, duties, charges or withholdings of any nature arising out of the transactions contemplated herein and imposed against Lessor, Lessee, or the Equipment by any federal, state, local, or foreign government or taxing authority upon or with respect to the Equipment or upon the sale, purchase, ownership, delivery, leasing, possession, use, operation, return or other disposition thereof, or upon the Rent, receipts receipts, or earnings earnings, arising therefromherefrom, or upon or with respect to this Master Lease (“Impositions”), excluding, however, Impositions on, or measured solely by, the net income of Lessor and franchise or similar taxes based on Lessor’s business existence or status. Lessee shall reimburse Lessor for all Impositions to the extent paid by Lessor, and Lessee shall pay Lessor an administrative fee thereon if assessed by Lessor, such fee not to exceed five percent (5%) of in accordance with the amount of reimbursable Impositionsbelow Section 22. Lessee shall also reimburse Lessor for all sales or use taxes assessed on Rent, installation, transportation or other services relating to the Equipment. In the event Lessee either self assesses sales or use tax or is required to pay directly sales tax or use tax or any Imposition relating to any charge made by Lessor to Lessee, Lessee promptly shall forward copies of all pertinent returns or audit documents to Lessor. Lessee shall not report any Equipment as directly assessable to Lessee without the prior consent of Lessor. Any penalties, finesLessor shall arrange for the preparation and filing of all personal property tax returns and the payment of any tax assessments related thereto and Lessee shall reimburse Lessor for such Impositions upon Lessor’s demand. If filing by Lessee is required by law, or interest relating to returns if requested by Lessor. Lessee shall prepare and file, or cause to be prepared and filed, all necessary filings for the assessment of such Impositions and shall promptly send Lessor a copy of such filing and submit to Lessor written evidence of Lessee’s payment thereof. Any tax returns filed by Lessee or payments to be made by Lessee directly to any taxing authority and later assessed to shall show Lessor shall be paid by Lesseeas the owner of the Equipment. All payments and advances made by Lessor shall be deemed Rent, including but not limited to, all Impositions owed directly by Lessor for which Lessee has responsibility for reimbursement hereunder and all amounts advanced by Lessor to pay Impositions otherwise owed by Lessee.