Common use of Payment of Charges and Claims Clause in Contracts

Payment of Charges and Claims. The Borrower shall (and shall cause each of its Subsidiaries to) pay and discharge in accordance with the terms thereof (A) all Charges imposed upon it or its income and profits, or any of its property (real, personal or mixed), (B) all lawful claims for labor, materials, supplies and services or otherwise, which if unpaid might by law become a Lien on its property, and (C) all rent in whatever form owing with respect to the lease by the Borrower or any of its Subsidiaries of real property; provided, that neither the Borrower nor any such Subsidiary shall be required to pay any such Charge, claim or rent which is being contested in good faith by proper legal actions or proceedings, so long as at the time of commencement of any such action or proceeding and during the pendency thereof (i) no Default or Event of Default shall have occurred and be continuing, (ii) adequate reserves with respect thereto are established and are maintained in accordance with GAAP, (iii) such contest operates to suspend collection of the contested Charges, claims or rent and is maintained and prosecuted continuously with diligence, (iv) none of the Collateral would be subject to forfeiture or loss or any Lien by reason of the institution or prosecution of such contest, (v) no Lien shall exist, be imposed or be attempted to be imposed for such Charges, claims or rent during such action or proceeding unless the full amount of such Charge, claim or rent is covered by insurance satisfactory in all respects to the Agent, and (vi) the Borrower or such Subsidiary, as appropriate, shall promptly pay or discharge such contested Charges, claims or rent and all additional charges, interest penalties and expenses, if any, and shall, concurrently with the delivery of each quarterly Compliance Certificate (and in any event within 30 days after the end of each Fiscal Quarter), deliver to the Agent (x) evidence acceptable to the Agent of such compliance, payment or discharge, if such contest is terminated or discontinued adversely to the Borrower or such Subsidiary, as appropriate, and (y) a report listing all such contested Charges then existing to the extent in excess of $5,000,000 in the aggregate and any and all reserves established and maintained with respect thereto.

Payment of Charges and Claims. The Borrower Each Loan Party shall (and shall cause each of its Subsidiaries to) pay and discharge discharge, or cause to be paid and discharged in accordance with the terms thereof thereof, (Aa) all Charges imposed upon it or its income and profits, or any of its property (real, personal or mixed)) prior to the date on which penalties attach thereto, and (Bb) all lawful claims for labor, materials, supplies and services or otherwise, which if unpaid might by law or could become a Lien on its property, and (C) all rent in whatever form owing with respect to the lease by the Borrower or any of its Subsidiaries of real property; provided, that neither the Borrower nor any such Subsidiary Loan Party shall not be required to pay any such Charge, Charge or claim or rent which is being contested in good faith by proper legal actions or proceedings, so long as at the time of commencement of any such action or proceeding and during the pendency thereof (i) no Default or Event of Default shall have occurred and be continuing, (ii) adequate reserves with respect thereto are established and are maintained in accordance with GAAP, (iiiii) such contest operates to suspend collection of the contested Charges, Charges or claims or rent and is maintained and prosecuted continuously with diligence, (iviii) none of the Collateral would be subject to forfeiture or loss or any Lien by reason of the institution or prosecution of such contestcontest has a current fair market value of less than $2,500,000 in the aggregate at any time, (viv) no Lien Liens securing an aggregate amount in excess of $2,500,000 shall exist, be imposed or be attempted to be imposed exist for such Charges, Charges or claims or rent during such action or proceeding unless the full amount of such Charge, claim or rent is (excluding Liens securing obligations fully covered by insurance satisfactory in all respects or otherwise bonded to the satisfaction of Agent), and (viv) the Borrower if such contest is terminated or discontinued adversely to such SubsidiaryLoan Party, as appropriate, such Loan Party shall promptly pay or discharge such contested Charges, claims or rent Charges and all additional charges, interest penalties and expenses, if any, and shall, concurrently with the delivery of each quarterly Compliance Certificate (and in any event within 30 days after the end of each Fiscal Quarter), shall deliver to the Agent (x) evidence reasonably acceptable to the Agent of such compliance, payment or discharge, if such contest is terminated or discontinued adversely to the Borrower or such Subsidiary, as appropriateLoan Party, and (yvi) a report listing all such contested Charges then existing to the extent Agent has not advised Borrower in excess of $5,000,000 writing that Agent believes that nonpayment or nondischarge thereof, individually or in the aggregate and any and all reserves established and maintained with respect theretoaggregate, could reasonably be expected to have or result in a Material Adverse Effect.

Payment of Charges and Claims. The Borrower Each Loan Party shall (and shall cause each of its Subsidiaries to) pay and discharge discharge, or cause to be paid and discharged in accordance with the terms thereof thereof, (Aa) all Charges imposed upon it or its income and profits, or any of its property (real, personal or mixed)) prior to the date on which penalties attach thereto, and (Bb) all lawful claims for labor, materials, supplies and services or otherwise, which if unpaid might by law or could become a Lien on its property, and (C) all rent in whatever form owing with respect to the lease by the Borrower or any of its Subsidiaries of real property; providedPROVIDED, that neither the Borrower nor any such Subsidiary Loan Party shall not be required to pay any such Charge, Charge or claim or rent which is being contested in good faith by proper legal actions or proceedings, so long as at the time of commencement of any such action or proceeding and during the pendency thereof (i) no Default or Event of Default shall have occurred and be continuing, (iithereof(i) adequate reserves with respect thereto are established and are maintained in accordance with GAAP, (iiiii) such contest operates to suspend collection of the contested Charges, Charges or claims or rent and is maintained and prosecuted continuously with diligence, (iviii) none of the Collateral would be subject to forfeiture or loss or any Lien by reason of the institution or prosecution of such contest, (viv) no Lien Liens securing an aggregate amount in excess of $100,000 shall exist, be imposed or be attempted to be imposed exist for such Charges, Charges or claims or rent during such action or proceeding unless the full amount of such Charge, claim or rent is (excluding Liens securing obligations fully covered by insurance satisfactory in all respects or otherwise bonded to the satisfaction of Agent), and (viv) the Borrower if such contest is terminated or discontinued adversely to such SubsidiaryLoan Party, as appropriate, such Loan Party shall promptly pay or discharge such contested Charges, claims or rent Charges and all additional charges, interest penalties and expenses, if any, and shall, concurrently with the delivery of each quarterly Compliance Certificate (and in any event within 30 days after the end of each Fiscal Quarter), shall deliver to the Agent (x) evidence reasonably acceptable to the Agent of such compliance, payment or discharge, if such contest is terminated or discontinued adversely to the Borrower or such Subsidiary, as appropriateLoan Party, and (yvi) a report listing all such contested Charges then existing to the extent Agent has not advised Borrower in excess of $5,000,000 writing that Agent believes that nonpayment or nondischarge thereof, individually or in the aggregate and any and all reserves established and maintained with respect theretoaggregate, could reasonably be expected to have or result in a Material Adverse Effect.

Payment of Charges and Claims. The Borrower Obligor shall pay (and shall cause each of its Subsidiaries to) pay and discharge in accordance with the terms thereof (Aa) all Charges imposed upon it or its income any Collateral, and profits, or any of its property (real, personal or mixed), (Bb) all lawful claims (including claims for labor, services and materials) that have become due and payable and, supplies and services under Applicable Law, have or otherwisemay become Liens (other than Permitted Liens) upon any Collateral, which if unpaid might by law become a Lien on its property, and (C) all rent in whatever form owing each case before any penalty shall be incurred with respect to thereto; PROVIDED that unless foreclosure, levy or similar proceedings shall have commenced, the lease by the Borrower Obligor need not pay or any of its Subsidiaries of real property; provided, that neither the Borrower nor discharge any such Subsidiary shall be required to pay any such ChargeCharges or claims the amount, claim applicability or rent validity of which is being contested in good faith by proper legal actions or appropriate proceedings, so long as at and for which adequate reserves are established in accordance with generally accepted accounting principles. If the time of commencement Obligor fails to pay or obtain the discharge of any Charge, claim or Lien required to be paid or discharged under this SECTION 5.06 and asserted against any portion of the Collateral, the Obligor will promptly notify the Secured Party of such action event. The Secured Party may, at any time and from time to time, in its sole discretion and without waiving or proceeding and during releasing any obligation of the pendency thereof (i) no Obligor under this Agreement or the other Collateral Documents or waiving any Default or Event of Default shall have occurred and Default, make such payment required to be continuingpaid or discharged under this SECTION 5.06, (ii) adequate reserves obtain such discharge or take such other action with respect thereto are established and are maintained in accordance with GAAP, (iii) such contest operates as the Secured Party deems advisable; PROVIDED that the Secured Party shall be under no obligation whatsoever to suspend collection take any of the contested Charges, claims or rent and is maintained and prosecuted continuously with diligence, (iv) none of the Collateral would be subject to forfeiture or loss or any Lien by reason of the institution or prosecution of such contest, (v) no Lien shall exist, be imposed or be attempted to be imposed for such Charges, claims or rent during such action or proceeding unless the full amount of such Charge, claim or rent is covered by insurance satisfactory in all respects to the Agent, and (vi) the Borrower or such Subsidiary, as appropriate, shall promptly pay or discharge such contested Charges, claims or rent and all additional charges, interest penalties and expenses, if any, and shall, concurrently with the delivery of each quarterly Compliance Certificate (and in any event within 30 days after the end of each Fiscal Quarter), deliver to the Agent (x) evidence acceptable to the Agent of such compliance, payment or discharge, if such contest is terminated or discontinued adversely to the Borrower or such Subsidiary, as appropriate, and (y) a report listing all such contested Charges then existing to the extent in excess of $5,000,000 in the aggregate and any and all reserves established and maintained with respect theretoforegoing actions.

Payment of Charges and Claims. The Borrower shall (and shall cause each of its Subsidiaries to) pay and discharge discharge, or ----------------------------- cause to be paid and discharged in accordance with the terms thereof thereof, (A) all Charges imposed upon it or any Subsidiary or its or their income and profits, or any of its property (real, personal or mixed), and (B) all lawful claims for labor, materials, supplies and services or otherwise, which if unpaid might by law become a Lien on its property, and (C) all rent in whatever form owing with respect to the lease by the Borrower or any of its Subsidiaries of real property; provided, that neither the Borrower nor or any such Subsidiary shall -------- not be required to pay any such Charge, Charge or claim or rent which is being contested in good faith by proper legal actions or proceedings, so long as at the time of commencement of any such action or proceeding and during the pendency thereof (i) no Default or Event of Default shall have occurred and be continuing, (ii) adequate reserves with respect thereto are established and are maintained in accordance with GAAP, (iii) such contest operates to suspend collection of the contested Charges, Charges or claims or rent and is maintained and prosecuted continuously with diligence, (iv) none of the Collateral would be subject to forfeiture or loss or any Lien by reason of the institution or prosecution of such contest, (v) no Lien shall exist, be imposed or be attempted to be imposed for such Charges, Charges or claims or rent during such action or proceeding unless the full amount of such Charge, Charge or claim or rent is covered by insurance satisfactory in all respects to the Agent, and (vi) the Borrower or such Subsidiary, as appropriate, shall promptly pay or discharge such contested Charges, claims or rent Charges and all additional charges, interest penalties and expenses, if any, and shall, concurrently with the delivery of each quarterly Compliance Certificate (and in any event within 30 days after the end of each Fiscal Quarter), shall deliver to the Agent (x) evidence acceptable to the Agent of such compliance, payment or discharge, if such contest is terminated or discontinued adversely to the Borrower or such Subsidiary, as appropriate, and (y) a report listing all such contested Charges then existing to the extent in excess of $5,000,000 in the aggregate and any and all reserves established and maintained with respect theretoBorrower.

Payment of Charges and Claims. The (a) Each Borrower shall (shall, and shall cause each of its Subsidiaries to) , pay and discharge discharge, or cause to be paid and discharged, in accordance with the terms thereof (Ai) all Charges material Taxes imposed upon it or any of its Subsidiaries or its or their income and profits, or any of its property (real, personal or mixed), and (Bii) all lawful claims for labor, materials, supplies and services or otherwise, which if unpaid might by law become a Lien on its property, and (C) all rent in whatever form owing with respect to the lease by the Borrower or any of its Subsidiaries of real property; provided, that neither the no Borrower nor any such or Subsidiary thereof shall be required to pay any such Charge, Tax or claim or rent which is being contested in good faith and by proper legal actions or proceedings, so long as at the time of commencement of any such action or proceeding and during the pendency thereof (i) no Default or Event of Default shall have occurred and be continuing, (ii) adequate reserves with respect thereto are established and are maintained in accordance with GAAP, (iiiii) in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such contest operates proceedings conclusively operate to suspend stay the sale of any portion of the Collateral to satisfy such Tax or claim and otherwise suspends collection of the contested Charges, claims Tax or rent and is maintained and prosecuted continuously with diligenceclaim, (iviii) none of the Collateral would be subject to forfeiture or loss or to any Lien (other than a Lien fully and properly bonded off) by reason of the institution or prosecution of such contest, (v) no Lien shall exist, be imposed or be attempted to be imposed for such Charges, claims or rent during such action or proceeding unless the full amount of such Charge, claim or rent is covered by insurance satisfactory in all respects to the Agent, contest and (viiv) if the contest is terminated or discharged in a manner adverse to a Borrower or such SubsidiarySubsidiary thereof, as appropriatethe contested Tax or claim, shall promptly pay or discharge such contested Charges, claims or rent and together with all additional charges, interest interest, penalties and expenses, if any, is fully paid or discharged and shall, concurrently with the delivery of each quarterly Compliance Certificate (and in any event within 30 days after the end of each Fiscal Quarter), deliver Administrative Agent receives appropriate proof to the Agent foregoing effects. (xb) evidence acceptable The Borrowers will not, nor will they permit any of their Subsidiaries to, file or consent to the Agent filing of any consolidated income tax return with any Person (other than the Borrowers and any of their Subsidiaries) unless the Borrowers and their Subsidiaries shall have entered into a tax sharing agreement with such compliancePerson, payment or discharge, if such contest is terminated or discontinued adversely in form and substance satisfactory to the Borrower or such Subsidiary, as appropriate, and (y) a report listing all such contested Charges then existing to the extent in excess of $5,000,000 in the aggregate and any and all reserves established and maintained with respect theretoLenders.

Payment of Charges and Claims. The (a) If Borrower, at any time or times hereafter, shall fail to pay the Charges when due or promptly obtain the discharge of such Charges or of any Lien against the Collateral, subject to the provisions of PARAGRAPH 10.4(b) below, Lender may, without waiving or releasing any obligation or liability of Borrower shall (and shall cause each hereunder or any Event of Default, in its Subsidiaries to) pay and discharge in accordance with the terms thereof (A) all Charges imposed upon it sole discretion, at any time or its income and profitstimes thereafter, make such payment, or any of its property (realpart thereof, personal or mixed), (B) all lawful claims for labor, materials, supplies obtain such discharge and services or otherwise, which if unpaid might by law become a Lien on its property, and (C) all rent in whatever form owing take any other action with respect thereto which Lender deems advisable. All sums so paid by Lender and any expenses, including reasonable attorneys' fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by Borrower to the lease Lender and shall be additional Obligations hereunder secured by the Collateral. (b) Borrower or any of its Subsidiaries of real property; provided, that neither the Borrower nor any such Subsidiary shall be required to pay any such Charge, claim or rent which is being contested may in good faith contest, by proper legal actions or proceedings, so long as the validity or amount of any Charges or claims, and provided it gives Lender advance notice of its intention to contest the validity or amount of any such Charge or claim, Lender will forebear from making any payment or otherwise obtaining the discharge of such Charge or claim if at the time of the commencement of any such action or proceeding proceeding, --------------------------------------------- ROBEXXX, XXC. 1999 ANNUAL REPORT ON FORM 10-K Page 113 of 128 and during the pendency thereof (i) no Default or Event of Default shall have occurred and be continuing, (ii) adequate reserves with respect thereto are established and are maintained on the books of Borrower in accordance with GAAPan amount acceptable to Lender, (iii) such contest operates to suspend collection of the contested Charges, Charges or claims or rent and is maintained and prosecuted continuously with diligence, (iv) none of the Collateral would will be subject to forfeiture or loss or of any Lien in favor of Lender by reason of the institution or prosecution of such contest, (v) no Lien shall exist, be imposed or be attempted to be imposed exist for such Charges, Charges or claims or rent during such action or proceeding unless the full amount of such Chargeproceeding, claim or rent is covered by insurance satisfactory in all respects to the Agent, and (vi) the Borrower or such Subsidiary, as appropriate, shall promptly pay or discharge such contested Charges, claims or rent Charges and all additional charges, interest interests, penalties and expenses, if any, and shall, concurrently with the delivery of each quarterly Compliance Certificate (and in any event within 30 days after the end of each Fiscal Quarter), shall deliver to the Agent (x) Lender evidence acceptable to the Agent Lender of such compliance, payment or discharge, if such contest is terminated or discontinued adversely to the Borrower or such Subsidiary, as appropriateBorrower, and (yvii) Lender has not advised Borrower in writing that Lender reasonably believes that non-payment or non-discharge thereof would have a report listing all such contested Charges then existing to the extent in excess of $5,000,000 in the aggregate and any and all reserves established and maintained with respect theretoMaterial Adverse Effect.

Payment of Charges and Claims. The Borrower shall (and shall cause each of its Subsidiaries to) pay and discharge discharge, or ----------------------------- cause to be paid and discharged in accordance with the terms thereof thereof, (A) all Charges imposed upon it or any Subsidiary or its or their income and profits, or any of its property (real, personal or mixed), and (B) all lawful claims for labor, materials, supplies and services or otherwise, which if unpaid might by law become a Lien on its property, and (C) all rent in whatever form owing with respect to the lease by the Borrower or any of its Subsidiaries of real property; provided, that neither the Borrower nor or any such Subsidiary shall -------- not be required to pay any such Charge, Charge or claim or rent which is being contested in good faith by proper legal actions or proceedings, so long as at the time of commencement of any such action or proceeding and during the pendency thereof (i) no Default or Event of Default shall have occurred and be continuing, (ii) adequate reserves with respect thereto are established and are maintained in accordance with GAAP, (iii) such contest operates to suspend collection of the contested Charges, Charges or claims or rent and is maintained and prosecuted continuously with diligence, (iv) none of the Collateral would be subject to forfeiture or loss or any Lien by reason of the institution or prosecution of such contest, (v) no Lien shall exist, be imposed or be attempted to be imposed for such Charges, Charges or claims or rent during such action or proceeding unless the full amount of such Charge, Charge or claim or rent is covered by insurance satisfactory in all respects to the AgentLender, and (vi) the Borrower or such Subsidiary, as appropriate, shall promptly pay or discharge such contested Charges, claims or rent Charges and all additional charges, interest penalties and expenses, if any, and shall, concurrently with the delivery of each quarterly Compliance Certificate (and in any event within 30 days after the end of each Fiscal Quarter), shall deliver to the Agent (x) Lender evidence acceptable to the Agent Lender of such compliance, payment or discharge, if such contest is terminated or discontinued adversely to the Borrower or such Subsidiary, as appropriate, and (y) a report listing all such contested Charges then existing to the extent in excess of $5,000,000 in the aggregate and any and all reserves established and maintained with respect theretoBorrower.

Payment of Charges and Claims. The Borrower Pledgor shall pay (and shall cause each of its Subsidiaries to) pay and discharge in accordance with the terms thereof (Aa) all Charges imposed upon it or its income and profits, or any of its property (real, personal or mixed), (B) all lawful claims for labor, materials, supplies and services or otherwise, which if unpaid might by law become a Lien on its propertyCollateral, and (Cb) all rent claims that have become due and payable and, under Applicable Law, have or may become Liens upon any Collateral, in whatever form owing each case before any material penalty shall be incurred with respect to thereto; PROVIDED THAT, unless foreclosure, levy or similar proceedings shall have commenced, the lease by the Borrower Pledgor need not pay or any of its Subsidiaries of real property; provided, that neither the Borrower nor discharge any such Subsidiary shall be required to pay any such Charge, claim Charges or rent which claims so long as the validity or amount thereof is being contested in good faith and by proper legal actions or proceedings, appropriate proceedings and so long as at adequate reserves therefor have been established in accordance with GAAP. If the time of commencement Pledgor fails to pay or obtain the discharge of any Charge, claim or Lien required to be paid or discharged under this Section and asserted against any Collateral having a material fair market value or involving a material disputed amount, the Pledgor shall so notify the Agent and, regardless of whether such action notice is given, the Agent may, at any time and from time to time, in its sole discretion and without waiving or proceeding and during releasing any obligation of the pendency thereof (i) no Pledgor under this Agreement or the other Loan Documents or waiving any Default or Event of Default shall have occurred and be continuingDefault, (ii) adequate reserves make such payment, obtain such discharge or take such other action with respect thereto are established as the Agent deems advisable; PROVIDED, HOWEVER, that the Agent shall in any event first have given the Pledgor written notice of its intent to do the same and are maintained in accordance with GAAPthe Pledgor shall not have, (iii) such contest operates to suspend collection of the contested Charges, claims or rent and is maintained and prosecuted continuously with diligence, (iv) none of the Collateral would be subject to forfeiture or loss or any Lien by reason of the institution or prosecution within 15 days of such contestnotice, (v) no Lien shall exist, be imposed or be attempted to be imposed for paid such Charges, claims or rent during such action or proceeding unless the full amount of such Charge, claim or rent is covered by insurance satisfactory in all respects obtained to the Agent, and (vi) 's satisfaction the Borrower release of the claim or Lien to which such Subsidiary, as appropriate, shall promptly pay or discharge such contested Charges, claims or rent and all additional charges, interest penalties and expenses, if any, and shall, concurrently with the delivery of each quarterly Compliance Certificate (and in any event within 30 days after the end of each Fiscal Quarter), deliver to the Agent (x) evidence acceptable to the Agent of such compliance, payment or discharge, if such contest is terminated or discontinued adversely to the Borrower or such Subsidiary, as appropriate, and (y) a report listing all such contested Charges then existing to the extent in excess of $5,000,000 in the aggregate and any and all reserves established and maintained with respect theretonotice relates.

Payment of Charges and Claims. The Each Borrower shall (and shall cause each of its Subsidiaries to) pay and discharge discharge, or cause to be paid and discharged in accordance with the terms thereof (A) thereof, all Charges imposed upon it Borrowers or any Subsidiary or Affiliate of Borrowers or its or their income and profits, or any of its their property (real, personal or mixed), (B) all and lawful claims for labor, materials, supplies and services or otherwise, which if unpaid might by law become a Lien on its property, and (C) all rent in whatever form owing with respect to the lease by the Borrower or any of its Subsidiaries of real property; provided, that neither the Borrower nor Borrowers or any such Subsidiary or Affiliate of Borrowers shall not be required to pay any such Charge, Charge or claim or rent which is being contested in good faith by proper legal actions or proceedings, so long as at the time of commencement of any such action or proceeding and during the pendency thereof (i) Borrowers notify Lender of any single Charge in excess of $10,000, (ii) no Default or Event of Default shall have occurred and be continuingcontinuing as a result thereof, (iiiii) adequate reserves with respect thereto are established and are maintained in accordance with GAAP, (iiiiv) such contest operates to suspend collection of the contested Charges, Charges or claims or rent and is maintained and prosecuted continuously with diligencein good faith by appropriate proceedings, (ivv) none of the Collateral would be subject to forfeiture or loss or any Lien by reason of the institution or prosecution of such contest, (vvi) no Lien shall exist, be imposed or be attempted to be imposed for such Charges, Charges or claims or rent during such action or proceeding unless the full amount of such Charge, Charge or claim or rent is covered by insurance satisfactory in all respects to the Agentinsurance, and (vivii) the Borrower or such Subsidiary, as appropriate, Borrowers shall promptly pay or discharge such contested Charges, claims or rent Charges and all additional charges, interest penalties and expenses, if any, and shall, concurrently with the delivery of each quarterly Compliance Certificate (and in any event within 30 days after the end of each Fiscal Quarter), shall deliver to the Agent (x) Lender, at Lender's request, evidence acceptable to the Agent Lender of such compliance, payment or discharge, if such contest is terminated or discontinued adversely to the Borrower Borrowers or such Subsidiary, as appropriate, and (y) a report listing all such contested Charges then existing to the extent in excess any Subsidiary or Affiliate of $5,000,000 in the aggregate and any and all reserves established and maintained with respect theretoBorrowers.

Payment of Charges and Claims. The Borrower Company shall (and shall cause each of its Subsidiaries to) pay and discharge discharge, or cause to be paid and discharged in accordance with the terms thereof thereof, (Ai) all Charges imposed upon it or any Subsidiary or its or their income and profits, or any of its property (real, personal or mixed), and (Bii) all lawful claims for labor, materials, supplies and services or otherwise, which if unpaid might by law become a Lien on its property, and (C) all rent in whatever form owing with respect to the lease by the Borrower or any of its Subsidiaries of real property; provided, however, that neither the Borrower nor Company or any such Subsidiary shall not be required to pay any such Charge, Charge or claim or rent which is being contested in good faith by proper legal actions or proceedings, so long as at the time of commencement of any such action or proceeding and during the pendency thereof (iA) no Default or Event of Default shall have occurred and be continuing, (iiB) adequate reserves with respect thereto are established and are maintained in accordance with GAAP, (iiiC) such contest operates to suspend collection of the contested Charges, Charges or claims or rent and is maintained and prosecuted continuously with diligencediligence (or is bonded or insured to UWG’s reasonable satisfaction), (iv) none of the Collateral would be subject to forfeiture or loss or any Lien by reason of the institution or prosecution of such contest, (v) no Lien shall exist, be imposed or be attempted to be imposed for such Charges, Charges or claims or rent during such action or proceeding unless the full amount of such Charge, Charge or claim or rent is covered by insurance satisfactory in all respects to the AgentUWG, and (vi) the Borrower or such Subsidiary, as appropriate, Company shall promptly pay or discharge discharge, bond or insure such contested Charges, claims or rent Charges and all additional charges, interest penalties and expenses, if any, and shall, concurrently with the delivery of each quarterly Compliance Certificate (and in any event within 30 days after the end of each Fiscal Quarter), shall deliver to the Agent (x) UWG evidence acceptable to the Agent UWG of such compliance, payment or payment, discharge, bond or insurance if such contest is terminated or discontinued adversely to the Borrower or such Subsidiary, as appropriate, and (y) a report listing all such contested Charges then existing to the extent in excess of $5,000,000 in the aggregate and any and all reserves established and maintained with respect theretoCompany.

Payment of Charges and Claims. The Borrower (a) If any Loan Party, at any time or times hereafter, shall (and shall cause each fail to pay the Charges when due or promptly obtain the discharge of such Charges or of any Lien against the Collateral, subject to the provisions of paragraph 10.4(b), Lender may, without waiving or releasing any obligation or liability of the Loan Parties hereunder or any Event of Default, in its Subsidiaries to) pay and discharge in accordance with the terms thereof (A) all Charges imposed upon it sole discretion, at any time or its income and profitstimes thereafter, make such payment, or any of its property (realpart thereof, personal or mixed), (B) all lawful claims for labor, materials, supplies obtain such discharge and services or otherwise, which if unpaid might by law become a Lien on its property, and (C) all rent in whatever form owing take any other action with respect to the lease thereto which Lender deems advisable. All sums so paid by Lender and any expenses, including reasonable attorneys' fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Borrower or any of its Subsidiaries of real property; provided, that neither the Borrower nor any such Subsidiary Loan Parties to Lender and shall be required to pay any such Charge, claim or rent which is being contested additional Obligations hereunder secured by the Collateral. (b) Any Loan Party may in good faith contest, by proper legal actions or proceedings, so long as the validity or amount of any Charges or claims, and provided that such Loan Party gives Lender advance notice of its intention to contest the validity or amount of any such Charge or claim, Lender will forebear from making any payment or otherwise obtaining the discharge of such Charge or claim if at the time of the commencement of any such action or proceeding proceeding, and during the pendency thereof (i) no Default or Event of Default shall have occurred and be continuing, (ii) adequate reserves with respect thereto are established and are maintained on the books of such Loan Party in accordance with GAAPan amount acceptable to Lender, (iiiii) such contest operates to suspend collection of the contested Charges, Charges or claims or rent and is maintained and prosecuted continuously with diligence, (iviii) none of the Collateral would will be subject to forfeiture or loss or of any Lien in favor of Lender by reason of the institution or prosecution of such contest, (viv) no Lien shall exist, be imposed or be attempted to be imposed exist for such Charges, Charges or claims or rent during such action or proceeding unless the full amount of proceeding, (v) such Charge, claim or rent is covered by insurance satisfactory in all respects to the Agent, and (vi) the Borrower or such Subsidiary, as appropriate, Loan Party shall promptly pay or discharge such contested Charges, claims or rent Charges and all additional charges, interest interests, penalties and expenses, if any, and shall, concurrently with the delivery of each quarterly Compliance Certificate (and in any event within 30 days after the end of each Fiscal Quarter), shall deliver to the Agent (x) Lender evidence acceptable to the Agent Lender of such compliance, payment or discharge, if such contest is terminated or discontinued adversely to the Borrower or such Subsidiary, as appropriate, Loan Party and (yvi) Lender has not advised such Loan Party in writing that Lender reasonably believes that non-payment or non-discharge thereof would have a report listing all such contested Charges then existing to the extent in excess of $5,000,000 in the aggregate and any and all reserves established and maintained with respect theretoMaterial Adverse Effect.

Payment of Charges and Claims. The Borrower (a) If any Borrower, at any time or times hereafter, shall (and shall cause each fail to pay the Charges arising after the Filing Date when due or promptly obtain the discharge of such Charges or of any Lien therefor or of any other claims against the Collateral, subject to the provisions of Subsection 14.3(b) hereof, Lenders may, without waiving or releasing any obligation or liability of the Borrowers hereunder or any Event of Default, in its Subsidiaries to) pay and discharge in accordance with the terms thereof (A) all Charges imposed upon it sole discretion, at any time or its income and profitstimes thereafter, make such payment, or any of its property (realpart thereof, personal or mixed), (B) all lawful claims for labor, materials, supplies obtain such discharge and services or otherwise, which if unpaid might by law become a Lien on its property, and (C) all rent in whatever form owing take any other action with respect to the lease thereto which Lenders deem advisable. All sums so paid by Lenders and any expenses, including reasonable attorneys' fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Borrower or any of its Subsidiaries of real property; provided, that neither the Borrower nor any such Subsidiary Borrowers to Lenders and shall be required to pay any such Charge, claim or rent which is being contested additional Obligations hereunder secured by the Collateral. (b) Any Borrower may in good faith contest, by proper legal actions or proceedings, so long as the validity or amount of any Charges or claims, and provided that such Borrower gives Lenders advance notice of its intention to contest the validity or amount of any such Charge or claim, Lenders will forebear from making any payment or otherwise obtaining the discharge of such Charge or claim if at the time of the commencement of any such action or proceeding proceeding, and during the pendency thereof (i) no Default or Event of Default shall have occurred and be continuing, (ii) adequate reserves with respect thereto are established and are maintained on the books of such Borrower in accordance with GAAPan amount reasonably acceptable to Lender, (iii) such contest operates to suspend collection of the contested Charges, Charges or claims or rent and is maintained and prosecuted continuously with diligence, (iv) none of the Collateral would will be subject to forfeiture or loss or of any Lien in favor of Lenders by reason of the institution or prosecution of such contest, (v) no Lien shall exist, be imposed or be attempted to be imposed exist for such Charges, Charges or claims or rent during such action or proceeding unless the full amount of such Chargeproceeding, claim or rent is covered by insurance satisfactory in all respects to the Agent, and (vi) the such Borrower or such Subsidiary, as appropriate, shall promptly pay or discharge such contested Charges, claims or rent Charges and all additional charges, interest interests, penalties and expenses, if any, and shall, concurrently with the delivery of each quarterly Compliance Certificate (and in any event within 30 days after the end of each Fiscal Quarter), shall deliver to the Agent (x) Lenders evidence reasonably acceptable to the Agent Lenders of such compliance, payment or discharge, if such contest is terminated or discontinued adversely to the Borrower or such Subsidiary, as appropriateBorrower, and (yvii) Lenders have not advised such Borrower in writing that Lenders reasonably believe that non-payment or non-discharge thereof would have a report listing all such contested Charges then existing to the extent in excess of $5,000,000 in the aggregate and any and all reserves established and maintained with respect theretoMaterial Adverse Effect.