Common use of Payment of Taxes, Charges, Claims and Current Liabilities Clause in Contracts

Payment of Taxes, Charges, Claims and Current Liabilities. Borrower shall pay or discharge: (a) on or prior to the date on which penalties thereto accrue, all taxes, assessments and other government charges or levies imposed upon it or any of its properties or income (including such as may arise under Section 4062, Section 4063 or Section 4064 of ERISA, or any similar provision of law); (b) on or prior to the date when due, all lawful claims of materialmen, mechanics, carriers, warehousemen, and other like persons which could result in creation of a Lien upon any such property; (c) on or prior to the date when due, all other lawful claims which, if unpaid, might result in the creation of a Lien upon any such property (other than Permitted Encumbrances) or which, if unpaid, might give rise to a claim entitled to priority over general creditors of Borrower in a case under Title 11 (Bankruptcy) of the United States Code, as amended, or in any insolvency proceeding or dissolution or winding-up involving Borrower; and (d) all other current liabilities so that no amount, individually or in the aggregate greater than $100,000, is overdue more than ninety (90) days. Notwithstanding the foregoing, Borrower shall be entitled to contest or appeal the requirements of any Law or Governmental Authority or the payment of any tax, assessment, charge, levy or claim, or any judgment entered against the Borrower (collectively, in this Section 7.08, the "REQUIREMENTS"), as long as (i) such requirements are being contested in good faith by appropriate proceedings diligently conducted; (ii) for any such requirement with which the failure to comply may have a Material Adverse Effect on Borrower, Borrower has given Lender written notice of such requirements and its intent to contest them, with supporting reasons for such contest, before the addition of any interest or penalties that may accrue on such requirements; (iii) Borrower maintains adequate cash reserves and makes other appropriate provisions as may be required by GAAP to provide for any liability arising from such requirements; (iv) the contesting of, or failure to comply with, such requirements does not in any way jeopardize the Borrower's ability or authority to operate all or any part of the Collateral or the continuing priority of Lender's security interests in the Collateral; (v) the contesting of, or failure to comply with, such requirements does not have a Material Adverse Effect; and (vi) any foreclosure, attachment, execution, sale or similar proceeding against the Borrower or any of its properties in connection with any such requirements is duly stayed by posting of a bond or security deposit or by other action sufficient under applicable law to stay such foreclosure, attachment, execution, sale or other proceedings.

Payment of Taxes, Charges, Claims and Current Liabilities. Borrower shall, and shall cause each Loan Party to, pay or discharge: (a) on or prior to the date on which penalties thereto thereon accrue, all taxesfederal, all state and all other material Taxes, assessments and other government charges or levies imposed upon it or any of its properties or income (including such as may arise under Section 4062, Section 4063 or Section 4064 of ERISA, or any similar provision of lawLaw); (b) on or prior to the date when due, all lawful claims of materialmen, mechanics, carriers, warehousemen, warehousemen and other like persons Persons which could result in creation of a Lien upon any property of such propertyLoan Party (including the Properties); (c) on or prior to the date when due, all other lawful claims which, if unpaid, might result in the creation of a Lien upon any the property of such property Loan Party (including the Properties) (other than Permitted EncumbrancesLiens) or which, if unpaid, might give rise to a claim entitled to priority over general creditors of Borrower such Loan Party in a case under Title 11 (Bankruptcy) of the United States Bankruptcy Code, as amended, or in any insolvency proceeding or dissolution or winding-up involving Borrowersuch Loan Party; and (d) all other current liabilities so that no amount, individually or in the aggregate greater than $100,000, none is overdue more than ninety sixty (9060) days. Notwithstanding the foregoing, Borrower shall be entitled to any Loan Party, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or appeal the requirements validity or application in whole or in part of any Applicable Law or Governmental Authority or the payment of any taxasserted Taxes, assessmentassessments, chargecharges, levy levies, claims, liabilities or claim, judgments entered against such Loan Party or any judgment entered against of their assets (including the Borrower Properties) (collectively, collectively in this Section 7.087.11, the "REQUIREMENTS"“requirements”); provided that (1) no Event of Default has occurred, as long as (i2) such requirements are being contested in good faith by appropriate proceedings diligently conducted; (ii) for any such requirement with which Loan Party or Property Owner is permitted to do so under the failure to comply may have a Material Adverse Effect on Borrower, Borrower has given Lender written notice of such requirements and its intent to contest them, with supporting reasons for such contest, before the addition provisions of any interest mortgage, deed of trust or penalties that may accrue on deed to secure debt affecting such requirements; Loan Party (iii) Borrower maintains adequate cash reserves and makes other appropriate provisions as may be required by GAAP to provide for any liability arising from such requirements; (iv) the contesting of, or failure to comply with, such requirements does not in any way jeopardize the Borrower's ability or authority to operate all or any part of the Collateral or the continuing priority of Lender's security interests in the Collateral; (v) the contesting of, or failure to comply with, such requirements does not have a Material Adverse Effect; and (vi) any foreclosure, attachment, execution, sale or similar proceeding against the Borrower or any of its properties properties), including those securing any Senior Loan, (3) such proceeding shall suspend the requirements as to such Loan Party and from such Property, or such Loan Party shall have paid or performed all of the requirements under protest, (4) such proceeding shall be permitted under and be conducted in connection accordance with the provisions of any other instrument to which such Loan Party is subject and shall not constitute a default thereunder, (5) neither the applicable Property nor any part thereof or interest therein will in the opinion of Lender be in danger of being sold, forfeited, terminated, cancelled or lost, (6) Borrower shall have deposited with Lender adequate cash reserves for the payment or performance of the requirements, together with all interest and penalties thereon, unless such Loan Party has paid or performed all of the requirements is duly stayed under protest, and (7) such Loan Party or Property Owner shall have furnished such security as may be reasonably required in the proceeding, or as may be requested by posting Lender to insure the payment or performance of a bond or security deposit or by other action sufficient under applicable law to stay such foreclosureany contested requirements, attachment, execution, sale or other proceedingstogether with all interest and penalties thereon.

Payment of Taxes, Charges, Claims and Current Liabilities. Borrower Econophone shall pay or discharge: (a) on or prior to the date on which penalties thereto accrue, all taxes, assessments and other government charges or levies imposed upon it or any of its properties or income (including such as may arise under Section 4062, Section 4063 or Section 4064 of ERISA, or any similar provision of law); (b) on or prior to the date when due, all lawful claims of materialmen, mechanics, carriers, warehousemen, and other like persons which could result in creation of a Lien (other than a Permitted Encumbrance) upon any such property; (c) on or prior to the date when due, all other lawful claims which, if unpaid, might result in the creation of a Lien upon any such property (other than Permitted Encumbrances) or which, if unpaid, might give rise to a claim entitled to priority over general creditors of a Borrower in a case under Title 11 (Bankruptcy) of the United States Code, as amended, or in any insolvency proceeding or dissolution or winding-up involving Borrower; and (d) all other current liabilities so that no amount, individually or in the aggregate greater than $100,000250,000, is overdue more than ninety (90) days. Notwithstanding the foregoing, Borrower the Borrowers shall be entitled to contest or appeal the requirements of any Law or Governmental Authority or the payment of any tax, assessment, charge, levy levy, claim or claimother liability, or any judgment entered against the a Borrower (collectively, in this Section 7.08, the "REQUIREMENTSrequirements"), as long as (i) such requirements are being contested in good faith by appropriate proceedings diligently conducted; (ii) for any such requirement with which the failure to comply may have a Material Adverse Effect on BorrowerEffect, Borrower Econophone has given Lender written notice of such requirements and its intent to contest them, with supporting reasons for such contest, before the addition of any interest or penalties that may accrue on such requirements; (iii) the applicable Borrower maintains adequate cash reserves and makes other appropriate provisions as may be required by GAAP to provide for any liability arising from such requirements; (iv) the contesting of, or failure to comply with, such requirements does not in any way jeopardize the such Borrower's ability or authority to operate all or any part of the Collateral or the continuing priority of Lender's security interests in the Collateral; (v) the contesting of, or failure to comply with, such requirements does not have a Material Adverse Effect; and (vi) any foreclosure, attachment, execution, sale or similar proceeding against the a Borrower or any of its properties in connection with any such requirements is duly stayed by posting of a bond or security deposit or by other action sufficient under applicable law to stay such foreclosure, attachment, execution, sale or other proceedings.

Payment of Taxes, Charges, Claims and Current Liabilities. Borrower shall, and shall cause each Loan Party to, pay or discharge: (a) on or prior to the date on which penalties thereto thereon accrue, all taxesfederal, all state and all other material Taxes, assessments and other government charges or levies imposed upon it or any of its properties or income (including such as may arise under Section 4062, Section 4063 or Section 4064 of ERISA, or any similar provision of lawLaw); (b) on or prior to the date when due, all lawful claims of materialmen, mechanics, carriers, warehousemen, warehousemen and other like persons Persons which could result in creation of a Lien upon any property of such propertyLoan Party or the Property Owner (including the Property); (c) on or prior to the date when due, all other lawful claims which, if unpaid, might result in the creation of a Lien upon any the property of such property Loan Party or the Property Owner (including the Property) (other than Permitted EncumbrancesLiens) or which, if unpaid, might give rise to a claim entitled to priority over general creditors of Borrower such Loan Party or the Property Owner in a case under Title 11 (Bankruptcy) of the United States Bankruptcy Code, as amended, or in any insolvency proceeding or dissolution or winding-up involving Borrowersuch Loan Party or the Property Owner; and (d) all other current liabilities so that no amount, individually or in the aggregate greater than $100,000, none is overdue more than ninety sixty (9060) days. Notwithstanding the foregoing, Borrower shall be entitled to any Loan Party or the Property Owner, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or appeal the requirements validity or application in whole or in part of any Applicable Law or Governmental Authority or the payment of any taxasserted Taxes, assessmentassessments, chargecharges, levy levies, claims, liabilities or claim, judgments entered against such Loan Party or the Property Owner or any judgment entered against of their assets (including the Borrower Property) (collectively, collectively in this Section 7.087.11, the "REQUIREMENTS"“requirements”); provided that (1) no Event of Default has occurred, as long as (i2) such requirements are being contested in good faith by appropriate proceedings diligently conducted; (ii) for any such requirement with which Loan Party or the failure Property Owner is permitted to comply may have a Material Adverse Effect on Borrower, Borrower has given Lender written notice of such requirements and its intent to contest them, with supporting reasons for such contest, before do so under the addition provisions of any interest mortgage, deed of trust or penalties that may accrue on deed to secure debt affecting such requirements; Loan Party (iii) Borrower maintains adequate cash reserves and makes other appropriate provisions as may be required by GAAP to provide for any liability arising from such requirements; (iv) the contesting of, or failure to comply with, such requirements does not in any way jeopardize the Borrower's ability or authority to operate all or any part of the Collateral or the continuing priority of Lender's security interests in the Collateral; (v) the contesting of, or failure to comply with, such requirements does not have a Material Adverse Effect; and (vi) any foreclosure, attachment, execution, sale or similar proceeding against the Borrower or any of its properties properties), including those securing any Senior Loan, (3) such proceeding shall suspend the requirements as to such Loan Party and from the Property, or such Loan Party shall have paid or performed all of the requirements under protest, (4) such proceeding shall be permitted under and be conducted in connection accordance with the provisions of any other instrument to which such Loan Party is subject and shall not constitute a default thereunder, (5) neither the Property nor any part thereof or interest therein will in the opinion of Lender be in danger of being sold, forfeited, terminated, cancelled or lost, (6) Borrower shall have deposited with Lender adequate cash reserves for the payment or performance of the requirements, together with all interest and penalties thereon, unless such Loan Party has paid or performed all of the requirements is duly stayed under protest, and (7) such Loan Party or the Property Owner shall have furnished such security as may be reasonably required in the proceeding, or as may be requested by posting Lender to insure the payment or performance of a bond or security deposit or by other action sufficient under applicable law to stay such foreclosureany contested requirements, attachment, execution, sale or other proceedingstogether with all interest and penalties thereon.

Payment of Taxes, Charges, Claims and Current Liabilities. Borrower shall and shall cause each of its Subsidiaries to pay or discharge: (a) on or prior to the date on which penalties thereto accrue, all taxes, assessments and other government charges or levies imposed upon it or any of its properties or income (including such as may arise under Section 4062, Section 4063 or Section 4064 of ERISA, or any similar provision of law), except for filed extensions; (b) on or prior to the date when due, all lawful claims of materialmen, mechanics, carriers, warehousemen, and other like persons which could result in creation of a Lien upon any such property;on the Collateral; and (c) on or prior to the date when due, all other lawful claims which, if unpaid, might result in the creation of a Lien upon any such property on the Collateral (other than Permitted Encumbrances) or which, if unpaid, might give rise to a claim entitled to priority over general creditors of Borrower or any of its Significant Subsidiaries in a case under Title 11 (Bankruptcy) of the United States Code, as amended, or in any insolvency proceeding or dissolution or winding-up involving Borrower; and (d) all other current liabilities so that no amount, individually Borrower or in the aggregate greater than $100,000, is overdue more than ninety (90) daysits Significant Subsidiary. Notwithstanding the foregoing, the Borrower and each Subsidiary shall be entitled (a) to contest or appeal the requirements of any Law or Governmental Authority or the payment of any tax, assessment, charge, levy or claim, or any judgment entered against the Borrower or any Subsidiary and (b) to be delinquent in the filing of the tax returns and payment of taxes as disclosed in Schedule 4.15 (collectively, in this Section 7.08, all such matters described in clauses ------------ (a) and (b) of this sentence are referred to as the "REQUIREMENTSrequirements"), as long as ------------ (i) such requirements are being contested (or for the matters disclosed in Schedule 4.15, pursued) in good faith by appropriate proceedings diligently conducted; (ii) for any such requirement with which the failure to comply may have a Material Adverse Effect on Borrower, Borrower and/or the Subsidiary has given Lender written notice of such requirements and its the intent to contest them, with supporting reasons for such contest, before the addition of any interest or penalties (except for the matters disclosed on Schedule 4.15) that may accrue on such requirements; (iii) the Borrower and/or the Subsidiary maintains adequate cash reserves and makes other appropriate provisions as may be required by GAAP to provide for any liability arising from such requirements; (iv) the contesting of, or failure to comply with, such requirements does not in any way jeopardize the Borrower's and each of its Subsidiaries' ability or authority to operate all or any part of the Collateral or the continuing priority of Lender's security interests in the Collateral; (vvi) the contesting of, or failure to comply with, such requirements does not have a Material Adverse Effect; and (vivii) any foreclosure, attachment, execution, sale or similar proceeding against the Borrower Borrower, the Subsidiary, or any of its their properties in connection with any such requirements is duly stayed by posting of a bond or security deposit or by other action sufficient under applicable law to stay such foreclosure, attachment, execution, sale or other proceedings.

Payment of Taxes, Charges, Claims and Current Liabilities. Borrower The Company shall pay or discharge, and cause its Subsidiaries to pay or discharge: (a) on or prior to the date on which penalties thereto accrue, all taxes, assessments and other government charges or levies imposed upon it or any of its properties or income (including such as may arise under Section Sections 4062, Section 4063 or Section 4064 of ERISA, or any similar provision of law); (b) on or prior to the date when due, all lawful claims of materialmen, mechanics, carriers, warehousemen, warehousemen and other like persons which could result in the creation of a Lien upon any such property;property or assets of the Company or any of its Subsidiaries; and (c) on or prior to the date when due, all other lawful claims which, if unpaid, might result in the creation of a Lien upon any such property (other than Permitted Encumbrances) or which, if unpaid, might give rise to a claim entitled to priority over general creditors of Borrower the Company or its Subsidiaries in a case under Title 11 (Bankruptcy) of the United States Code, as amended, or in any insolvency proceeding or proceeding, dissolution or winding-up involving Borrower; and (d) all other current liabilities so that no amount, individually the Company or in the aggregate greater than $100,000, is overdue more than ninety (90) daysits Subsidiaries. Notwithstanding the foregoing, Borrower the Company and its Subsidiaries shall be entitled to contest or appeal the requirements of any Law law or Governmental Authority or the payment of any tax, assessment, charge, levy or levy, claim, asserted liability or any judgment entered against the Borrower Company or any of its Subsidiaries (collectively, in this Section 7.08, the "REQUIREMENTS"“Requirements”), as long as (i) such requirements Requirements are being contested in good faith by appropriate proceedings diligently conducted; (ii) for any such requirement with which the failure to comply may have a Material Adverse Effect on Borrower, Borrower has given Lender written notice of such requirements and its intent to contest them, with supporting reasons for such contest, before the addition of any interest or penalties that may accrue on such requirements; (iii) Borrower Company maintains adequate cash reserves and makes other appropriate provisions as may be required by GAAP to provide for any liability arising from such requirementsRequirements; (iii) the contesting of, or failure to comply with, such Requirements does not in any way jeopardize the Company’s ability or authority to operate all or any part of its business; (iv) the contesting of, or failure to comply with, such requirements does not in any way jeopardize the Borrower's ability or authority to operate all or any part of the Collateral or the continuing priority of Lender's security interests in the Collateral; (v) the contesting of, or failure to comply with, such requirements Requirements does not have a Material Adverse Effect; and (viv) any foreclosure, attachment, execution, sale or similar proceeding against the Borrower Company or any of its Subsidiaries or their properties in connection with any such requirements Requirements is duly stayed by posting of a bond or security deposit or by other action sufficient under applicable law Applicable Law to stay such foreclosure, attachment, execution, sale or other proceedings.

Payment of Taxes, Charges, Claims and Current Liabilities. Borrower shall, and shall cause each Loan Party and Expanded Property Owner to, pay or discharge: (a) on or prior to the date on which penalties thereto thereon accrue, all taxesfederal, all state and all other material Taxes, assessments and other government charges or levies imposed upon it or any of its properties or income (including such as may arise under Section 4062, Section 4063 or Section 4064 of ERISA, or any similar provision of lawLaw); (b) on or prior to the date when due, all lawful claims of materialmen, mechanics, carriers, warehousemen, warehousemen and other like persons Persons which could result in creation of a Lien upon any property of such propertyLoan Party or Expanded Property Owner (including the Expanded Properties); (c) Except with respect to the Expanded Properties disclosed on Schedule 10.5 (but only if the Section 10.5 Conditions are satisfied), on or prior to the date when due, all other lawful claims which, if unpaid, might result in the creation of a Lien upon any of the property of such property Loan Party or Expanded Property Owner (including the Expanded Properties) (other than Permitted EncumbrancesLiens) or which, if unpaid, might give rise to a claim entitled to priority over general creditors of Borrower such Loan Party or Expanded Property Owner in a case under Title 11 (Bankruptcy) of the United States Bankruptcy Code, as amended, or in any insolvency proceeding or dissolution or winding-up involving Borrowersuch Loan Party or Expanded Property Owner; and (d) all other current liabilities so that no amount, individually or in the aggregate greater than $100,000, none is overdue more than ninety thirty (9030) days. Notwithstanding the foregoing, Borrower shall be entitled after prior written notice to Lender, any Loan Party or Expanded Property Owner, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or appeal the requirements validity or application in whole or in part of any Applicable Law or Governmental Authority or the payment of any taxasserted Taxes, assessmentassessments, chargecharges, levy levies, claims, liabilities or claimjudgments entered against such Loan Party or Expanded Property Owner, or any judgment entered against of their assets (including the Borrower Expanded Properties) (collectively, collectively in this Section 7.087.11, the "REQUIREMENTSrequirements"); provided that (1) no Event of Default has occurred except with respect to the Expanded Properties disclosed on Schedule 10.5 (but only if the Section 10.5 Conditions are satisfied), as long as (i2) such requirements are being contested in good faith by appropriate proceedings diligently conducted; (ii) for any such requirement with which Loan Party or Expanded Property Owner is permitted to do so under the failure to comply may have a Material Adverse Effect on Borrower, Borrower has given Lender written notice of such requirements and its intent to contest them, with supporting reasons for such contest, before the addition provisions of any interest mortgage, deed of trust or penalties that may accrue on deed to secure debt affecting such requirements; Loan Party or Expanded Property Owner (iii) Borrower maintains adequate cash reserves and makes other appropriate provisions as may be required by GAAP to provide for any liability arising from such requirements; (iv) the contesting of, or failure to comply with, such requirements does not in any way jeopardize the Borrower's ability or authority to operate all or any part of the Collateral or the continuing priority of Lender's security interests in the Collateral; (v) the contesting of, or failure to comply with, such requirements does not have a Material Adverse Effect; and (vi) any foreclosure, attachment, execution, sale or similar proceeding against the Borrower or any of its properties properties, including the Expanded Properties) including those securing any Senior Loan, (3) such proceeding shall suspend the requirements as to such Loan Party or such Expanded Property Owner and from such Expanded Property, or such Loan Party or Expanded Property Owner shall have paid or performed all of the requirements under protest, (4) such proceeding shall be permitted under and be conducted in connection accordance with the provisions of any other instrument to which such Loan Party or Expanded Property Owner is subject and shall not constitute a default thereunder, (5) neither the applicable Expanded Property nor any part thereof or interest therein will in the opinion of Lender be in danger of being sold, forfeited, terminated, cancelled or lost, (6) Borrower shall have deposited with Lender adequate cash reserves for the payment or performance of the requirements, together with all interest and penalties thereon, unless such Loan Party or Expanded Property Owner has paid or performed all of the requirements is duly stayed under protest, (7) such Loan Party or Expanded Property Owner shall have furnished such security as may be reasonably required in the proceeding, or as may be requested by posting Lender to insure the payment or performance of a bond or security deposit or by other action sufficient under applicable law to stay such foreclosureany contested requirements, attachment, execution, sale or other proceedingstogether with all interest and penalties thereon.

Payment of Taxes, Charges, Claims and Current Liabilities. Borrower Destia shall pay or discharge: (a) on or prior to the date on which penalties thereto accrue, all taxes, assessments and other government charges or levies imposed upon it or any of its properties or income (including such as may arise under Section 4062, Section 4063 or Section 4064 of ERISA, or any similar provision of law); (b) on or prior to the date when due, all lawful claims of materialmen, mechanics, carriers, warehousemen, and other like persons which could result in creation of a Lien (other than a Permitted Encumbrance) upon any such property; (c) on or prior to the date when due, all other lawful claims which, if unpaid, might result in the creation of a Lien upon any such property (other than Permitted Encumbrances) or which, if unpaid, might give rise to a claim entitled to priority over general creditors of a Borrower in a case under Title 11 (Bankruptcy) of the United States Code, as amended, or in any insolvency proceeding or dissolution or winding-up involving Borrower; and (d) all other current liabilities so that no amount, individually or in the aggregate greater than $100,000250,000, is overdue more than ninety (90) days. Notwithstanding the foregoing, Borrower the Borrowers shall be entitled to contest or appeal the requirements of any Law or Governmental Authority or the payment of any tax, assessment, charge, levy levy, claim or claimother liability, or any judgment entered against the a Borrower (collectively, in this Section 7.08, the "REQUIREMENTSrequirements"), as long as (i) such requirements are being contested in good faith by appropriate proceedings diligently conducted; (ii) for any such requirement with which the failure to comply may have a Material Adverse Effect on BorrowerEffect, Borrower Destia has given Lender written notice of such requirements and its intent to contest them, with supporting reasons for such contest, before the addition of any --------------------------------- Borrower's Initials: Lender's Initials: --------------------------------- -58- interest or penalties that may accrue on such requirements; (iii) the applicable Borrower maintains adequate cash reserves and makes other appropriate provisions as may be required by GAAP to provide for any liability arising from such requirements; (iv) the contesting of, or failure to comply with, such requirements does not in any way jeopardize the such Borrower's ability or authority to operate all or any part of the Collateral or the continuing priority of Lender's security interests in the Collateral; (v) the contesting of, or failure to comply with, such requirements does not have a Material Adverse Effect; and (vi) any foreclosure, attachment, execution, sale or similar proceeding against the a Borrower or any of its properties in connection with any such requirements is duly stayed by posting of a bond or security deposit or by other action sufficient under applicable law to stay such foreclosure, attachment, execution, sale or other proceedings.