Common use of Taxes and Claims Clause in Contracts

Taxes and Claims. Each Loan Party shall, and shall cause each of its Subsidiaries to, pay or discharge or cause to be paid or discharged all Taxes and Impositions imposed upon any Loan Party or any of its Subsidiaries, or payable by any Loan Party or any of its Subsidiaries with respect to any Mortgaged Property or other assets or in respect of any of the franchises, business, income or other property of any Loan Party or any of its Subsidiaries before the same shall become delinquent and before any penalty accrues thereon, and will pay, discharge or otherwise satisfy or cause to be paid, discharged or otherwise satisfied at or before maturity or before they become delinquent, all Indebtedness, obligations and other claims (including claims for labor, supplies, materials and services that, if unpaid, might become a Lien on the property of any Loan Party or any of its Subsidiaries) of any Loan Party and its Subsidiaries; provided, however, that no such charge or claim needs to be paid if (i) such charge or claim is being diligently contested in good faith by appropriate proceedings, (ii) reserves reasonably required by the Agent shall have been made therefor by such Loan Party or such Subsidiary, (iii) none of the Mortgaged Properties or any other material Collateral is in jeopardy of being sold, forfeited or lost during or as a result of such contest, (iv) none of a Loan Party, or any of its Subsidiaries, the Agent or any Lender is reasonably likely to become subject to any civil fine or penalty not adequately reserved against (in the case of any Loan Party or Subsidiary thereof) or criminal fine or penalty, in each case as a result of non-payment of such charge or claim and (v) such contest has not had and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Each Loan Party shall, and shall cause each of its Subsidiaries to, deliver to the Agent all receipts evidencing the payment of all such Taxes and Impositions with respect to any Property and, upon written request by the Agent, all other Taxes, Impositions, assessments, levies, permits, fees, rents and other public charges imposed upon or in respect of or assessed against any Loan Party, any of its Subsidiaries or any of their respective properties or assets except for those being paid or contested as described in the provisos above.

Taxes and Claims. Each Loan Party shall9.1 Contractor agrees to pay all taxes, licenses, and shall cause each fees levied or assessed on Contractor in connection with or incident to the performance of this Contract by any governmental agency and unemployment compensation insurance, old age benefits, social security, or any other taxes upon the wages of Contractor, its Subsidiaries toagents, pay or discharge or cause employees, and representatives. Contractor agrees to require the same agreements and be paid or discharged all Taxes and Impositions imposed upon liable for any Loan Party or breach of such agreements by any of its Subsidiariessub-Contractors. 9.2 Contractor agrees to reimburse Company on demand for all such taxes or governmental charges, State or payable by any Loan Party Federal, that Company may be required or any deem it necessary to pay on account of employees of Contractor or its Subsidiaries sub-Contractors. Contractors agrees to furnish Company with respect the information required to any Mortgaged Property enable it to make the necessary reports and pay such taxes or other assets charges. At its election, Company is authorized to deduct all sums so paid for such taxes and governmental charges from such amounts as may be or in respect of any of become due to Contractor hereunder. 9.3 Contractor agrees to pay all claims for labor, materials, services, and supplies furnished to Contractor hereunder and agrees to allow no lien or charge to be fixed upon the franchisesrig, businessthe lease, income the well, the land on which the well is located, or other property of Company or the party for whom Company is performing services with respect to such claims. Contractor agrees to indemnify, protect, defend, and hold Company harmless from and against all such claims, charges, and liens. If Contractor shall fail or refuse to pay any Loan Party claims or indebtedness incurred by Contractor in connection with the services provided hereunder, it is agreed that Company shall have the right to pay any such claims or indebtedness out of any money due or to become due to Contractor hereunder. Notwithstanding the foregoing, Company agrees that it will not pay any such claim or indebtedness as long as same is being actively contested by Contractor and Contractor has taken all actions necessary (including the posting of a bond when appropriate) to protect the property interests of Company or any of its Subsidiaries before the same shall become delinquent and before any penalty accrues thereonother party affected by such claim or indebtedness. 9.4 Before payments are made by Company to Contractor, and will pay, discharge or otherwise satisfy or cause Company may require Contractor to be paid, discharged or otherwise satisfied at or before maturity or before they become delinquent, all Indebtedness, obligations and other claims (including furnish proof that there are no unsatisfied claims for labor, suppliesmaterials, materials and services that, if unpaid, might become a Lien on the property of any Loan Party or any of its Subsidiaries) of any Loan Party and its Subsidiaries; provided, however, that no such charge or claim needs to be paid if (i) such charge or claim is being diligently contested in good faith by appropriate proceedings, (ii) reserves reasonably required by the Agent shall have been made therefor by such Loan Party or such Subsidiary, (iii) none of the Mortgaged Properties or any other material Collateral is in jeopardy of being sold, forfeited or lost during or as a result of such contest, (iv) none of a Loan Party, or any of its Subsidiaries, the Agent or any Lender is reasonably likely to become subject to any civil fine or penalty not adequately reserved against (in the case of any Loan Party or Subsidiary thereof) or criminal fine or penalty, in each case as a result of non-payment of such charge or claim and (v) such contest has not had and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Each Loan Party shallequipment, and shall cause each of its Subsidiaries to, deliver supplies or for injuries to the Agent all receipts evidencing the payment of all such Taxes and Impositions with respect to any Property and, upon written request persons or property not covered by the Agent, all other Taxes, Impositions, assessments, levies, permits, fees, rents and other public charges imposed upon or in respect of or assessed against any Loan Party, any of its Subsidiaries or any of their respective properties or assets except for those being paid or contested as described in the provisos aboveinsurance.

Taxes and Claims. Each Loan Party shall9.1 Contractor agrees to pay all taxes, licenses, and shall cause each fees levied or assessed on Contractor in connection with or incident to the performance of this Contract by any governmental agency and unemployment compensation insurance, old age benefits, social security, or any other taxes upon the wages of Contractor, its Subsidiaries toagents, pay or discharge or cause employees, and representatives. Contractor agrees to require the same agreements and be paid or discharged all Taxes and Impositions imposed upon liable for any Loan Party or breach of such agreements by any of its Subsidiariessub-Contractors. 9.2 Contractor agrees to reimburse Company on demand for all such taxes or governmental charges, State or payable by any Loan Party Federal that Company may be required or any deem it necessary to pay on account of employees of Contractor or its Subsidiaries sub-Contractors. Contractor agrees to furnish Company with respect the information required to any Mortgaged Property enable it to make the necessary reports and pay such taxes or other assets charges. At its election, Company is authorized to deduct all sums so paid for such taxes and governmental charges from such amounts as may be or in respect of any of become due to Contractor hereunder. 9.3 Contractor agrees to pay all claims for labor, materials, services, and supplies furnished to Contractor hereunder and agrees to allow no lien or charge to be fixed upon the franchisesrig, businessthe lease, income the well, the land on which the well is located, or other property of Company or the party for whom Company is performing services with respect to such claims. Contractor agrees to indemnify, protect, defend, and hold Company harmless from and against all such claims, charges, and liens. If Contractor shall fail or refuse to pay any Loan Party claims or indebtedness incurred by Contractor in connection with the services provided hereunder, it is agreed that Company shall have the right to pay any such claims or indebtedness out of any money due or to become due to Contractor hereunder. Notwithstanding the foregoing, Company agrees that it will not pay any such claim or indebtedness as long as same is being actively contested by Contractor and Contractor has taken all actions necessary (including the posting of a bond when appropriate) to protect the property interests of Company or any of its Subsidiaries before the same shall become delinquent and before any penalty accrues thereonother party affected by such claim or indebtedness. 9.4 Before payments are made by Company to Contractor, and will pay, discharge or otherwise satisfy or cause Company may require Contractor to be paid, discharged or otherwise satisfied at or before maturity or before they become delinquent, all Indebtedness, obligations and other claims (including furnish proof that there are no unsatisfied claims for labor, suppliesmaterials, materials and services that, if unpaid, might become a Lien on the property of any Loan Party or any of its Subsidiaries) of any Loan Party and its Subsidiaries; provided, however, that no such charge or claim needs to be paid if (i) such charge or claim is being diligently contested in good faith by appropriate proceedings, (ii) reserves reasonably required by the Agent shall have been made therefor by such Loan Party or such Subsidiary, (iii) none of the Mortgaged Properties or any other material Collateral is in jeopardy of being sold, forfeited or lost during or as a result of such contest, (iv) none of a Loan Party, or any of its Subsidiaries, the Agent or any Lender is reasonably likely to become subject to any civil fine or penalty not adequately reserved against (in the case of any Loan Party or Subsidiary thereof) or criminal fine or penalty, in each case as a result of non-payment of such charge or claim and (v) such contest has not had and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Each Loan Party shallequipment, and shall cause each of its Subsidiaries to, deliver supplies or for injuries to the Agent all receipts evidencing the payment of all such Taxes and Impositions with respect to any Property and, upon written request persons or property not covered by the Agent, all other Taxes, Impositions, assessments, levies, permits, fees, rents and other public charges imposed upon or in respect of or assessed against any Loan Party, any of its Subsidiaries or any of their respective properties or assets except for those being paid or contested as described in the provisos aboveinsurance.

Taxes and Claims. Each Loan Party shall(a) Contractor agrees to pay all (i) Taxes levied or assessed on Contractor in connection with or incident to the performance of this Agreement, any work Order or Drilling Contract by any governmental agency, exclusive of Value Added Tax, and shall cause each (ii) any other Taxes upon the wages of Contractor, its agents, employees and representatives. Contractor agrees to require the same agreements and be liable for any such agreements of its Subsidiaries toSubcontractors. (b) Contractor agrees to reimburse Company for all such Taxes or governmental charges that Company may be required or deems it necessary to pay on account of employees of Contractor or its Subcontractors. Contractor agrees to furnish Company with information required to enable it to make the necessary reports and to pay such Taxes or charges. At its election, Company may submit an invoice to Contractor for such taxes paid on behalf of Contractor, provided proper documentation is provided. (c) Contractor agrees to pay or discharge or cause to be paid or discharged all Taxes and Impositions imposed upon any Loan Party or any of its Subsidiaries, or payable by any Loan Party or any of its Subsidiaries with respect to any Mortgaged Property or other assets or in respect of any of the franchises, business, income or other property of any Loan Party or any of its Subsidiaries before the same shall become delinquent and before any penalty accrues thereon, and will pay, discharge or otherwise satisfy or cause to be paid, discharged or otherwise satisfied at or before maturity or before they become delinquent, all Indebtedness, obligations and other claims (including claims for labor, suppliesmaterials, materials services and services that, if unpaid, might become a Lien on the property of any Loan Party supplies furnished by Contractor Group or any of its Subsidiaries) of Contractor’s Subcontractors hereunder or pursuant to any Loan Party work Order or Drilling Contract and its Subsidiaries; provided, however, that agrees to allow no such lien or charge or claim needs to be paid if (i) such charge fixed upon property of Company or claim the party for whom Company is being diligently contested in good faith by appropriate proceedings, (ii) reserves reasonably required by the Agent shall have been made therefor by such Loan Party or such Subsidiary, (iii) none of the Mortgaged Properties or any other material Collateral is in jeopardy of being sold, forfeited or lost during or as a result of such contest, (iv) none of a Loan Party, performing Work due to Contractor Group’s or any of its SubsidiariesContractor’s Subcontractors’ failure to pay any such claims. Contractor agrees to indemnify, the Agent or any Lender is reasonably likely to become subject to any civil fine or penalty not adequately reserved protect, defend and hold Company harmless from and against (in the case of any Loan Party or Subsidiary thereof) or criminal fine or penalty, in each case as a result of non-payment of such charge or claim and (v) such contest has not had and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Each Loan Party shall, and shall cause each of its Subsidiaries to, deliver to the Agent all receipts evidencing the payment of all such Taxes and Impositions with respect to any Property and, upon written request claims or indebtedness incurred by the Agent, all other Taxes, Impositions, assessments, levies, permits, fees, rents and other public charges imposed upon or in respect of or assessed against any Loan Party, any of its Subsidiaries Contractor Group or any of their respective properties Contractor’s Subcontractors in connection with the services provided hereunder, any Work Order or assets except for those Drilling Contract. It is agreed that Company shall have the right to pay any such claims or indebtedness out of any money due or to become due to Contractor hereunder or pursuant to any Work Order or Drilling Contract. Notwithstanding the foregoing, Company agrees that it will not pay any such claim or indebtedness until Contractor is given a reasonable opportunity to cure, or as long as the same is being paid actively contested by Contractor and Contractor has taken all actions necessary (including the posting of bond when appropriate) to protect the property interests of Company and any other party affected by such claim or contested as described in the provisos aboveindebtedness.

Taxes and Claims. Each Loan Party shalla. Contractor agrees to pay all taxes, licenses, and shall cause each fees levied or assessed on Contractor incident to the performance of its Subsidiaries to, pay or discharge or cause to be paid or discharged all Taxes and Impositions imposed upon any Loan Party this Agreement or any of its SubsidiariesWork Order by any governmental agency and unemployment compensation insurance, old age benefits, social security, or payable any other taxes upon the wages paid by Contractor to its agents, employees, sub-contractors, and representatives. b. G&H agrees to pay all taxes, licenses, and fees levied or assessed on G&H incident to the performance of this Agreement or any Work Order by any Loan Party governmental agency and unemployment compensation insurance, old age benefits, social security, or any of other taxes upon the wages paid by G&H to its Subsidiaries with respect to any Mortgaged Property or other assets or in respect of any of the franchisesagents, business, income or other property of any Loan Party or any of its Subsidiaries before the same shall become delinquent and before any penalty accrues thereonemployees, and will pay, discharge or otherwise satisfy or cause representatives. c. Contractor agrees to be paid, discharged or otherwise satisfied at or before maturity or before they become delinquent, pay all Indebtedness, obligations and other claims (including claims for labor, suppliesequipment, materials materials, services and supplies incurred by Contractor and agrees to allow no lien or charge to be fixed upon any vessel or facility or other property owned or operated by G&H or the party for whom G&H is performing services. Contractor agrees to indemnify, protect, defend, and hold G&H harmless from and against all such claims, charges and liens. If Contractor shall fail or refuse to pay any claims or indebtedness incurred by Contractor in connection with the services thatprovided hereunder, if unpaidit is agreed that G&H shall have the right to pay any such claims or indebtedness out of money due or to become due to Contractor hereunder. Notwithstanding the foregoing, might become G&H agrees that it will not pay any such claim or indebtedness as long as same is being actively contested by Contractor and Contractor has taken all actions necessary (including the posting of a Lien on bond when appropriate) to protect the property interest of G&H and any Loan Party or any of its Subsidiaries) of any Loan Party and its Subsidiaries; provided, however, that no such charge or claim needs to be paid if (i) such charge or claim is being diligently contested in good faith by appropriate proceedings, (ii) reserves reasonably required by the Agent shall have been made therefor other party affected by such Loan Party claim or such Subsidiaryindebtedness. Contractor waives any in rem claim for necessaries which it may otherwise come in possession of by virtue of services rendered pursuant to this Agreement and any Work Orders. d. Before payments are made by G&H to Contractor, (iii) none of the Mortgaged Properties G&H may require Contractor to furnish proof that there are no unsatisfied claims for labor, materials, equipment, services and supplies or any other material Collateral is in jeopardy of being sold, forfeited for injuries to persons or lost during or as a result of such contest, (iv) none of a Loan Party, or any of its Subsidiaries, the Agent or any Lender is reasonably likely to become subject to any civil fine or penalty property not adequately reserved against (in the case of any Loan Party or Subsidiary thereof) or criminal fine or penalty, in each case as a result of non-payment of such charge or claim and (v) such contest has not had and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Each Loan Party shall, and shall cause each of its Subsidiaries to, deliver to the Agent all receipts evidencing the payment of all such Taxes and Impositions with respect to any Property and, upon written request covered by the Agent, all other Taxes, Impositions, assessments, levies, permits, fees, rents and other public charges imposed upon or in respect of or assessed against any Loan Party, any of its Subsidiaries or any of their respective properties or assets except for those being paid or contested as described in the provisos aboveinsurance.

Taxes and Claims. Each Loan Party shall8.1 Contractor agrees to pay all taxes, licenses, and shall cause each fees levied or assessed on Contractor in connection with or incident to the performance of this Agreement by any governmental agency and unemployment compensation insurance, old age benefits, social security, or any other taxes upon the wages of Contractor, its agents, employees and representatives. Contractor agrees to require the same agreements and be liable for any such agreements of its Subsidiaries tosubcontractors. 8.2 Contractor agrees to reimburse the Company for all such taxes or governmental charges, State or Federal, that the Company may be required or deem it necessary to pay on account of employees of Contractor or discharge its subcontractors. Contractor agrees to furnish the Company with information required to enable it to make the necessary reports and to pay such taxes or cause charges. At its election, the Company is authorized to deduct all sums so paid for such taxes and governmental charges from such amounts as may be paid or discharged become due to Contractor hereunder. 8.3 Contractor agrees to pay all Taxes and Impositions imposed upon any Loan Party or any of its Subsidiaries, or payable by any Loan Party or any of its Subsidiaries with respect to any Mortgaged Property or other assets or in respect of any of the franchises, business, income or other property of any Loan Party or any of its Subsidiaries before the same shall become delinquent and before any penalty accrues thereon, and will pay, discharge or otherwise satisfy or cause to be paid, discharged or otherwise satisfied at or before maturity or before they become delinquent, all Indebtedness, obligations and other claims (including claims for labor, suppliesmaterials, materials services and supplies furnished by Contractor hereunder and agrees to allow no lien or charge to be fixed upon property of the Company or the party for whom the Company is performing services thatdue to Contractor’s failure to pay any such claims. Contractor agrees to indemnify, if unpaidprotect, might defend and hold the Company harmless from and against all such claims or indebtedness incurred by Contractor in connection with the services provided hereunder. It is agreed that the Company shall have the right to pay any such claims or indebtedness out of any money due or to become a Lien on due to Contractor hereunder. Notwithstanding the foregoing, the Company agrees that it will not pay any such claim or indebtedness as long as the same is being actively contested by Contractor and Contractor has taken all actions necessary (including the posting of bond when appropriate) to protect the property interests of the Company and any Loan Party or any of its Subsidiaries) of any Loan Party and its Subsidiaries; provided, however, that no such charge or claim needs to be paid if (i) such charge or claim is being diligently contested in good faith by appropriate proceedings, (ii) reserves reasonably required by the Agent shall have been made therefor other party affected by such Loan Party claim or such Subsidiary, (iii) none of indebtedness. 8.4 Before the Mortgaged Properties or Company makes any other material Collateral is in jeopardy of being sold, forfeited or lost during or as a result of such contest, (iv) none of a Loan Party, or any of its Subsidiariespayment to Contractor, the Agent or any Lender is reasonably likely Company may require Contractor to become subject to any civil fine or penalty not adequately reserved against (in the case of any Loan Party or Subsidiary thereof) or criminal fine or penaltyfurnish proof that there are no unsatisfied claims for labor, in each case as a result of non-payment of such charge or claim and (v) such contest has not had and could not reasonably be expected to havematerials, either individually or in the aggregate, a Material Adverse Effect. Each Loan Party shallequipment, and shall cause each of its Subsidiaries to, deliver to the Agent all receipts evidencing the payment of all such Taxes and Impositions with respect to any Property and, upon written request by the Agent, all other Taxes, Impositions, assessments, levies, permits, fees, rents and other public charges imposed upon or in respect of or assessed against any Loan Party, any of its Subsidiaries or any of their respective properties or assets except for those being paid or contested as described in the provisos abovesupplies.

Taxes and Claims. (a) Each Loan Credit Party shallshall pay promptly when due, (i) all material sales, use, excise, personal property, income, withholding, corporate franchise and shall cause each of its Subsidiaries toall other taxes, pay assessments and governmental charges upon or discharge against or cause relating to be paid or discharged all Taxes and Impositions imposed upon any Loan such Credit Party or its ownership or use of any of its Subsidiariesproperties, or payable by any Loan Party or any of its Subsidiaries with respect to any Mortgaged Property or other assets or in respect of any of the franchises, businessassets, income or other property of any Loan Party or any of its Subsidiaries before gross receipts unless and to the same shall become delinquent and before any penalty accrues thereon, and will pay, discharge or otherwise satisfy or cause to be paid, discharged or otherwise satisfied at or before maturity or before they become delinquent, all Indebtedness, obligations and other claims (including claims for labor, supplies, materials and services that, if unpaid, might become a Lien on the property of any Loan Party or any of its Subsidiaries) of any Loan Party and its Subsidiaries; provided, however, extent that no such charge or claim needs to be paid if (i) such charge or claim is charges are being diligently contested in good faith by appropriate proceedingsproceedings and adequate reserves in conformity with GAAP have been provided therefor on the books of such Credit Party, and (ii) reserves reasonably required by all lawful claims, whether for labor, materials, supplies, services or anything else which might or could, if unpaid, become a Lien or charge upon the Agent shall have been made therefor by such Loan Party properties or such Subsidiary, (iii) none of the Mortgaged Properties or any other material Collateral is in jeopardy of being sold, forfeited or lost during or as a result assets of such contest, (iv) none of a Loan Party, Credit Party or any of its Subsidiaries, which Lien would not be permitted under this Agreement, unless and to the Agent or any Lender is reasonably likely to become subject to any civil fine or penalty not adequately reserved against (extent such claims are being diligently contested in good faith by appropriate proceedings and adequate reserves in conformity with GAAP have been provided therefor on the case of any Loan Party or Subsidiary thereof) or criminal fine or penalty, in each case as a result of non-payment books of such Credit Party. (b) No Credit Party shall permit, or suffer to remain, and will promptly discharge, any Lien (other than a Permitted Lien) arising from any unpaid tax, assessment, levy or governmental charge. (c) In the event any Credit Party shall fail to pay any such tax, assessment, levy or governmental charge or claim and to discharge any such Lien (v) such contest has not had and could not reasonably be expected to haveother than a Permitted Lien), either individually or in the aggregate, a Material Adverse Effect. Each Loan Party shall, and shall cause each of its Subsidiaries to, deliver to the Agent all receipts evidencing the payment of all such Taxes and Impositions with respect to any Property and, upon written request by then the Agent, all without waiving or releasing any obligation or default of the Borrower hereunder, may at any time or times hereafter, but shall be under no obligation to do so, make such payment, settlement, compromise or release or cause to be released any such Lien, and take any other Taxesaction with respect thereto which the Agent deems advisable. All sums paid by the Agent in satisfaction of, Impositionsor on account of any tax, assessmentslevy or assessment or governmental charge, leviesor to discharge or release any Lien, permitsand any expenses, feesincluding reasonable attorneys' fees actually incurred, rents court costs and other public charges imposed upon or in respect relating thereto, shall become a part of or assessed against any Loan Partythe Obligations secured by the Collateral, any of its Subsidiaries or any of their respective properties or assets except for those being paid or contested as described in the provisos abovepayable on demand.

Taxes and Claims. Each Loan Party shall9.1 Contractor agrees to pay all taxes, licenses, and shall cause each fees levied or assessed on Contractor in connection with or incident to the performance of this Contract by any governmental agency and unemployment compensation insurance, old age benefits, social security, or any other taxes upon the wages of Contractor, its Subsidiaries toagents, pay or discharge or cause employees, and representatives. Contractor agrees to require the same agreements and be paid or discharged all Taxes and Impositions imposed upon liable for any Loan Party or breach of such agreements by any of its Subsidiariessub-Contractors. 9.2 Contractor agrees to reimburse Company on demand for all such taxes or governmental charges, State or payable by any Loan Party Federal, that Company may be required or any deem it necessary to pay on account of employees of Contractor or its Subsidiaries sub-Contractors. Contractors agrees to furnish Company with respect the information required to any Mortgaged Property enable it to make the necessary reports and pay such taxes or other assets charges. At its election, Company is authorized to deduct all sums so paid for such taxes and governmental charges from such amounts as may be or in respect of any of become due to Contractor hereunder. 9.3 Contractor agrees to pay all claims for labor, materials, services, and supplies furnished to Contractor hereunder and agrees to allow no lien or charge to be fixed upon the franchisesrig, businessthe lease, income the well, the land on which the well is located, or other property of Company or the party for whom Company is performing services with respect to such claims. Contractor agrees to indemnify, protect, defend, and hold Company harmless from and against all such claims, charges, and liens. If Contractor shall fail or refuse to pay any Loan Party claims or indebtedness incurred by Contractor in connection with the services provided hereunder, it is agreed that Company shall have the right to pay any such claims or indebtedness out of any money due or to become due to Contractor hereunder. Notwithstanding the foregoing, Company agrees that it will not pay any such claim or indebtedness as long as same is being actively contested by Contractor and Contractor has taken all actions necessary (including the posting of a bond when appropriate) to protect the property interests of Company or any of its Subsidiaries before the same shall become delinquent and before any penalty accrues thereonother party affected by such claim or indebtedness. 9.4 Before payments are made by Company to Contractor, and will pay, discharge or otherwise satisfy or cause Company may require Contractor to be paid, discharged or otherwise satisfied at or before maturity or before they become delinquent, all Indebtedness, obligations and other claims (including furnish proof that there are no unsatisfied claims for labor, suppliesmaterials, materials and services that, if unpaid, might become a Lien on the property of any Loan Party or any of its Subsidiaries) of any Loan Party and its Subsidiaries; provided, however, that no such charge or claim needs to be paid if (i) such charge or claim is being diligently contested in good faith by appropriate proceedings, (ii) reserves reasonably required by the Agent shall have been made therefor by such Loan Party or such Subsidiary, (iii) none of the Mortgaged Properties or any other material Collateral is in jeopardy of being sold, forfeited or lost during or as a result of such contest, (iv) none of a Loan Party, or any of its Subsidiaries, the Agent or any Lender is reasonably likely to become subject to any civil fine or penalty not adequately reserved against (in the case of any Loan Party or Subsidiary thereof) or criminal fine or penalty, in each case as a result of non-payment of such charge or claim and (v) such contest has not had and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Each Loan Party shallOr Docs..2620 equipment, and shall cause each of its Subsidiaries to, deliver supplies or for injuries to the Agent all receipts evidencing the payment of all such Taxes and Impositions with respect to any Property and, upon written request persons or property not covered by the Agent, all other Taxes, Impositions, assessments, levies, permits, fees, rents and other public charges imposed upon or in respect of or assessed against any Loan Party, any of its Subsidiaries or any of their respective properties or assets except for those being paid or contested as described in the provisos aboveinsurance.

Taxes and Claims. Each Loan Party shall8.1 CONTRACTOR agrees to pay all taxes, licenses, and shall cause each fees properly levied or assessed on CONTRACTOR in connection with or incident to the performance of this CONTRACT by any governmental agency and unemployment compensation insurance, old age benefits, social security, or any other taxes upon the wages of CONTRACTOR, its Subsidiaries toagents, pay or discharge or cause employees, and representatives. CONTRACTOR agrees to require the same agreements and be paid or discharged all Taxes and Impositions imposed upon liable for any Loan Party or breach of such agreements by any of its Subsidiariessub-contractors. 8.1 CONTRACTOR agrees to reimburse COMPANY on demand for all such taxes or governmental charges that COMPANY may be legally required to pay on account of employees of CONTRACTOR or its sub-contractors. CONTRACTOR agrees to furnish COMPANY with the information required to enable it to make the necessary reports and pay such taxes or charges. At its election, COMPANY is authorised to deduct all sums so paid for such taxes and governmental charges from such amounts as may be or payable become due to CONTRACTOR hereunder. 8.2 If COMPANY is required by any Loan Party appropriate government authority whether of Georgia or elsewhere to withhold any of its Subsidiaries with respect sums from payment to CONTRACTOR, COMPANY shall be entitled to do so without compensating CONTRACTOR and CONTRACTOR will have no entitlement for any Mortgaged Property or other assets or additional remuneration from COMPANY in respect of any such withholding. COMPANY shall issue to CONTRACTOR such certificates certifying the amounts of withholding within ninety (90) days of such withholding. 8.3 CONTRACTOR agrees to pay all claims for labour, materials, services, and supplies furnished to CONTRACTOR hereunder and agrees to allow no lien or charge to be fixed upon the franchisesrig, businessthe lease, income the well, the land on which the well is located, or other property of any Loan Party COMPANY or any of its Subsidiaries before the same shall become delinquent and before any penalty accrues thereonparty for whom COMPANY is performing services with respect to such claims. CONTRACTOR agrees to indemnify, protect, defend, and hold COMPANY harmless from and against all such claims, charges, and liens. If CONTRACTOR shall fail or refuse to pay any claims or indebtedness incurred by CONTRACTOR in connection with the SERVICES provided hereunder, it is agreed that COMPANY shall have the right to pay any such claims or indebtedness out of any money due or to become due to CONTRACTOR hereunder. Notwithstanding the foregoing, COMPANY agrees that it will pay, discharge not pay any such claim or otherwise satisfy or cause to be paid, discharged or otherwise satisfied at or before maturity or before they become delinquent, indebtedness as long as same is being actively and properly contested by CONTRACTOR and CONTRACTOR has taken all Indebtedness, obligations and other claims actions necessary (including claims for labor, supplies, materials and services that, if unpaid, might become the posing of a Lien on bond when appropriate) to protect the property interests of any Loan Party or any of its Subsidiaries) of any Loan Party and its Subsidiaries; provided, however, that no such charge or claim needs to be paid if (i) such charge or claim is being diligently contested in good faith by appropriate proceedings, (ii) reserves reasonably required by the Agent shall have been made therefor by such Loan Party or such Subsidiary, (iii) none of the Mortgaged Properties COMPANY or any other material Collateral is in jeopardy of being soldparty affected by such claim or indebtedness. 8.4 Before payments are made by COMPANY to CONTRACTOR, forfeited or lost during or as a result of such contestCOMPANY may require CONTRACTOR to furnish proof that there are no unsatisfied claims for labour, (iv) none of a Loan Partymaterials, or any of its Subsidiaries, the Agent or any Lender is reasonably likely to become subject to any civil fine or penalty not adequately reserved against (in the case of any Loan Party or Subsidiary thereof) or criminal fine or penalty, in each case as a result of non-payment of such charge or claim and (v) such contest has not had and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Each Loan Party shallequipment, and shall cause each of its Subsidiaries to, deliver supplies or for injuries to the Agent all receipts evidencing the payment of all such Taxes and Impositions with respect to any Property and, upon written request persons or property not covered by the Agent, all other Taxes, Impositions, assessments, levies, permits, fees, rents and other public charges imposed upon or in respect of or assessed against any Loan Party, any of its Subsidiaries or any of their respective properties or assets except for those being paid or contested as described in the provisos aboveinsurance.

Taxes and Claims. Each Loan Party shall, and shall cause each of its Subsidiaries to, pay or discharge or cause to be paid or discharged all Taxes and Impositions imposed upon any Loan Party or any of its Subsidiaries, or payable by any Loan Party or any of its Subsidiaries with respect to any Mortgaged Property or other assets or in respect of any of the franchises, business, income or other property of any Loan Party or any of its Subsidiaries before the same shall become delinquent and before any penalty accrues thereon, and will pay, discharge or otherwise satisfy or cause to be paid, discharged or otherwise satisfied at or before maturity or before they become delinquent, all Indebtedness, obligations and other claims (including claims for labor, supplies, materials and services that, if unpaid, might become a Lien on the property of any Loan Party or any of its Subsidiaries) of any Loan Party and its Subsidiaries; providedPROVIDED, howeverHOWEVER, that no such charge or claim needs to be paid if (i) such charge or claim is being diligently contested in good faith by appropriate proceedings, (ii) reserves reasonably required by the Agent shall have been made therefor by such Loan Party or such Subsidiary, (iii) none of the Mortgaged Properties or any other material Collateral is in jeopardy of being sold, forfeited or lost during or as a result of such contest, (iv) none of a any Loan Party, or any of its Subsidiaries, the Agent or any Lender is reasonably likely to become subject to any civil fine or penalty not adequately reserved against (in the case of any Loan Party or Subsidiary thereof) or criminal fine or penalty, in each case as a result of non-payment of such charge or claim and (v) such contest has not had and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Each Loan Party shall, and shall cause each of its Subsidiaries to, deliver to the Agent all receipts evidencing the payment of all such Taxes and Impositions with respect to any Property and, upon written request by the Agent, all other Taxes, Impositions, assessments, levies, permits, fees, rents and other public charges imposed upon or in respect of or assessed against any Loan Party, any of its Subsidiaries or any of their respective properties or assets except for those being paid or contested as described in the provisos above.

Taxes and Claims. Each Loan Party shall(a) Contractor agrees to pay all (i) Taxes levied or assessed on Contractor in connection with or incident to the performance of this Agreement or any Work Order by any governmental agency, exclusive of Value Added Tax, and shall cause each (ii) any other Taxes upon the wages of Contractor, its agents, employees and representatives. Contractor agrees to require the same agreements and be liable for any such agreements of its Subsidiaries toSubcontractors. (b) Contractor agrees to reimburse Company for all such Taxes or governmental charges that Company may be required or deems it necessary to pay on account of employees of Contractor or its Subcontractors. Contractor agrees to furnish Company with information required to enable it to make the necessary reports and to pay such Taxes or charges. At its election, Company may submit an invoice to Contractor for such taxes paid on behalf of Contractor, provided proper documentation is provided. (c) Contractor agrees to pay or discharge or cause to be paid or discharged all Taxes and Impositions imposed upon any Loan Party or any of its Subsidiaries, or payable by any Loan Party or any of its Subsidiaries with respect to any Mortgaged Property or other assets or in respect of any of the franchises, business, income or other property of any Loan Party or any of its Subsidiaries before the same shall become delinquent and before any penalty accrues thereon, and will pay, discharge or otherwise satisfy or cause to be paid, discharged or otherwise satisfied at or before maturity or before they become delinquent, all Indebtedness, obligations and other claims (including claims for labor, suppliesmaterials, materials services and services that, if unpaid, might become a Lien on the property of any Loan Party supplies furnished by Contractor Group or any of its Subsidiaries) of Contractor’s Subcontractors hereunder or pursuant to any Loan Party Work Order and its Subsidiaries; provided, however, that agrees to allow no such lien or charge or claim needs to be paid if (i) such charge fixed upon property of Company or claim the party for whom Company is being diligently contested in good faith by appropriate proceedings, (ii) reserves reasonably required by the Agent shall have been made therefor by such Loan Party or such Subsidiary, (iii) none of the Mortgaged Properties or any other material Collateral is in jeopardy of being sold, forfeited or lost during or as a result of such contest, (iv) none of a Loan Party, performing Work due to Contractor Group's or any of its SubsidiariesContractor’s Subcontractors’ failure to pay any such claims. Contractor agrees to indemnify, the Agent or any Lender is reasonably likely to become subject to any civil fine or penalty not adequately reserved protect, defend and hold Company harmless from and against (in the case of any Loan Party or Subsidiary thereof) or criminal fine or penalty, in each case as a result of non-payment of such charge or claim and (v) such contest has not had and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Each Loan Party shall, and shall cause each of its Subsidiaries to, deliver to the Agent all receipts evidencing the payment of all such Taxes and Impositions with respect to any Property and, upon written request claims or indebtedness incurred by the Agent, all other Taxes, Impositions, assessments, levies, permits, fees, rents and other public charges imposed upon or in respect of or assessed against any Loan Party, any of its Subsidiaries Contractor Group or any of their respective properties Contractor’s Subcontractors in connection with the services provided hereunder or assets except for those any Work Order. It is agreed that Company shall have the right to pay any such claims or indebtedness out of any money due or to become due to Contractor hereunder or pursuant to any Work Order. Notwithstanding the foregoing, Company agrees that it will not pay any such claim or indebtedness until Contractor is given a reasonable opportunity to cure, or as long as the same is being paid actively contested by Contractor and Contractor has taken all actions necessary (including the posting of bond when appropriate) to protect the property interests of Company and any other party affected by such claim or contested as described in the provisos aboveindebtedness.

Taxes and Claims. Each Loan Party shall8.1 Subcontractor agrees to pay all taxes, licenses, and shall cause each fees levied or assessed on Subcontractor in connection with or incident to the performance of this Contract by any governmental agency and unemployment compensation insurance, old age benefits, social security, or any other taxes upon the wages of Subcontractor, its Subsidiaries toagents, pay or discharge or cause employees, and representatives. Subcontractor agrees to require the same agreements and be paid or discharged all Taxes and Impositions imposed upon liable for any Loan Party or breach of such agreements by any of its Subsidiariessubcontractors. 8.2 Subcontractor agrees to reimburse Contractor on demand for all such taxes or governmental charges, State or payable Federal, that Contractor may be required or deem it necessary to pay. Subcontractor agrees to furnish Contractor with the information required to enable it to make the necessary reports and to pay such taxes or charges. At its election, Contractor is authorized to deduct all sums so paid for such taxes and governmental charges from such amounts as may be or become due to Subcontractor hereunder. 8.3 Subcontractor agrees to pay all claims for labor, materials, services, and supplies furnished by any Loan Party Subcontractor hereunder and agrees to allow no lien or any of its Subsidiaries with respect charge to any Mortgaged Property or other assets or in respect of any of be fixed upon the franchisesrig, businessthe lease, income the well, the land on which the well is located, or other property of any Loan Party Contractor or any of its Subsidiaries before the same shall become delinquent and before any penalty accrues thereonparty for whom Contractor is performing services. Subcontractor agrees to indemnify, protect, defend, and hold Contractor harmless from and against all such claims, charges, and liens. If Subcontractor shall fail or refuse to pay any claims or indebtedness incurred by Subcontractor in connection with the services as provided hereunder, it is agreed that Contractor shall have the right to pay any such claims or indebtedness out of any money due or to become due to Subcontractor hereunder. Notwithstanding the foregoing, Contractor agrees that it will pay, discharge not pay any such claim or otherwise satisfy or cause to be paid, discharged or otherwise satisfied at or before maturity or before they become delinquent, indebtedness as long as same is being actively contested by Subcontractor and Subcontractor has taken all Indebtedness, obligations and other claims actions necessary (including the posting of a bond when appropriate) to protect the property interests of Contractor and any other party affected by such claim or indebtedness. 8.4 Before payments are made by Contractor to Subcontractor, Contractor may require Subcontractor to furnish proof that there are not unsatisfied claims for labor, materials, equipment and supplies, materials and services that, if unpaid, might become a Lien on the or for injuries to persons or property of any Loan Party or any of its Subsidiaries) of any Loan Party and its Subsidiaries; provided, however, that no such charge or claim needs to be paid if (i) such charge or claim is being diligently contested in good faith not covered by appropriate proceedings, (ii) reserves reasonably required by the Agent shall have been made therefor by such Loan Party or such Subsidiary, (iii) none of the Mortgaged Properties or any other material Collateral is in jeopardy of being sold, forfeited or lost during or as a result of such contest, (iv) none of a Loan Party, or any of its Subsidiaries, the Agent or any Lender is reasonably likely to become subject to any civil fine or penalty not adequately reserved against (in the case of any Loan Party or Subsidiary thereof) or criminal fine or penalty, in each case as a result of non-payment of such charge or claim and (v) such contest has not had and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Each Loan Party shall, and shall cause each of its Subsidiaries to, deliver to the Agent all receipts evidencing the payment of all such Taxes and Impositions with respect to any Property and, upon written request by the Agent, all other Taxes, Impositions, assessments, levies, permits, fees, rents and other public charges imposed upon or in respect of or assessed against any Loan Party, any of its Subsidiaries or any of their respective properties or assets except for those being paid or contested as described in the provisos aboveinsurance.

Taxes and Claims. Each Loan Party shall(a) Contractor agrees to pay all (i) Taxes levied or assessed on Contractor in connection with or incident to the performance of this Agreement or any Work Order by any governmental agency, exclusive of Value Added Tax, and shall cause each (ii) any other Taxes upon the wages of Contractor, its agents, employees and representatives. Contractor agrees to require the same agreements and be liable for any such agreements of its Subsidiaries toSubcontractors. (b) Contractor agrees to reimburse Company for all such Taxes or governmental charges that Company may be required or deems it necessary to pay on account of employees of Contractor or its Subcontractors. Contractor agrees to furnish Company with information required to enable it to make the necessary reports and to pay such Taxes or charges. At its election, Company may submit an invoice to Contractor for such taxes paid on behalf of Contractor, provided proper documentation is provided. (c) Contractor agrees to pay or discharge or cause to be paid or discharged all Taxes and Impositions imposed upon any Loan Party or any of its Subsidiaries, or payable by any Loan Party or any of its Subsidiaries with respect to any Mortgaged Property or other assets or in respect of any of the franchises, business, income or other property of any Loan Party or any of its Subsidiaries before the same shall become delinquent and before any penalty accrues thereon, and will pay, discharge or otherwise satisfy or cause to be paid, discharged or otherwise satisfied at or before maturity or before they become delinquent, all Indebtedness, obligations and other claims (including claims for labor, suppliesmaterials, materials services and services that, if unpaid, might become a Lien on the property of any Loan Party supplies furnished by Contractor Group or any of its Subsidiaries) of Contractor’s Subcontractors hereunder or pursuant to any Loan Party Work Order and its Subsidiaries; provided, however, that agrees to allow no such lien or charge or claim needs to be paid if (i) such charge fixed upon property of Company or claim the party for whom Company is being diligently contested in good faith by appropriate proceedings, (ii) reserves reasonably required by the Agent shall have been made therefor by such Loan Party or such Subsidiary, (iii) none of the Mortgaged Properties or any other material Collateral is in jeopardy of being sold, forfeited or lost during or as a result of such contest, (iv) none of a Loan Party, performing Work due to Contractor Group’s or any of its SubsidiariesContractor’s Subcontractors’ failure to pay any such claims. Contractor agrees to indemnify, the Agent or any Lender is reasonably likely to become subject to any civil fine or penalty not adequately reserved protect, defend and hold Company harmless from and against (in the case of any Loan Party or Subsidiary thereof) or criminal fine or penalty, in each case as a result of non-payment of such charge or claim and (v) such contest has not had and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Each Loan Party shall, and shall cause each of its Subsidiaries to, deliver to the Agent all receipts evidencing the payment of all such Taxes and Impositions with respect to any Property and, upon written request claims or indebtedness incurred by the Agent, all other Taxes, Impositions, assessments, levies, permits, fees, rents and other public charges imposed upon or in respect of or assessed against any Loan Party, any of its Subsidiaries Contractor Group or any of their respective properties Contractor’s Subcontractors in connection with the services provided hereunder or assets except for those in any Work Order. It is agreed that Company shall have the right to pay any such claims or indebtedness out of any money due or to become due to Contractor hereunder or pursuant to any Work Order. Notwithstanding the foregoing, Company agrees that it will not pay any such claim or indebtedness until Contractor is given a reasonable opportunity to cure, or as long as the same is being paid actively contested by Contractor and Contractor has taken all actions necessary (including the posting of bond when appropriate) to protect the property interests of Company and any other party affected by such claim or contested as described in the provisos aboveindebtedness.

Taxes and Claims. Each Loan Party shall7.1 Contractor agrees to pay all taxes, licenses, and shall cause each fees levied or assessed on Contractor in connection with or incident to the performance of this Agreement by any governmental agency and unemployment compensation insurance, old age benefits, social security, or any other taxes upon the wages of contractor, its Subsidiaries toagents, pay or discharge or cause employees, and representatives. Contractor agrees to require the same agreements and be paid or discharged all Taxes and Impositions imposed upon liable for any Loan Party or breach of such agreements by any of its Subsidiariessub-contractors. 7.2 Contractor agrees to reimburse Company on demand for all such taxes or governmental charges, State or payable by any Loan Party Federal, that Company may be required or any deem it necessary to pay on account of employees of Contractor or its Subsidiaries sub-contractors. Contractor agrees to furnish Company with respect the information required to any Mortgaged Property enable it to make the necessary reports and to pay such taxes or other assets charges. At its election, Company is authorized to deduct all sums so paid for such taxes and governmental charges from such amounts as may be or in respect of any of the franchises, business, income or other property of any Loan Party or any of its Subsidiaries before the same shall become delinquent and before any penalty accrues thereon, and will pay, discharge or otherwise satisfy or cause due to be paid, discharged or otherwise satisfied at or before maturity or before they become delinquent, Contractor hereunder. 7.3 Contractor agrees to pay all Indebtedness, obligations and other claims (including claims for labor, suppliesmaterials, materials services, and supplies furnished by Contractor hereunder and agrees to allow no lien or charge to be fixed upon property of Company or the party for whom Company is performing services. Contractor agrees to indemnify, protect, defend, and hold Company harmless from and against all such claims or indebtedness incurred by Contractor in connection with the services thatas provided hereunder. It is agreed that Company shall have the right to pay any such claims or indebtedness out of any money due or to become due to Contractor hereunder. Notwithstanding the foregoing, if unpaid, might become Company agrees that it will not pay any such claim or indebtedness as long as same is being actively contested by Contractor and Contractor has taken all actions necessary (including the posting of a Lien on bond when appropriate) to protect the property interests of Company and any Loan Party or any of its Subsidiaries) of any Loan Party and its Subsidiaries; provided, however, that no such charge or claim needs to be paid if (i) such charge or claim is being diligently contested in good faith by appropriate proceedings, (ii) reserves reasonably required by the Agent shall have been made therefor other party affected by such Loan Party claim or such Subsidiaryindebtedness. 7.4 Before Company makes payments to Contractor, (iii) none of the Mortgaged Properties or any other material Collateral is in jeopardy of being soldCompany may require Contractor to furnish proof that there are no unsatisfied claims for labor, forfeited or lost during or as a result of such contestmaterials, (iv) none of a Loan Party, or any of its Subsidiaries, the Agent or any Lender is reasonably likely to become subject to any civil fine or penalty not adequately reserved against (in the case of any Loan Party or Subsidiary thereof) or criminal fine or penalty, in each case as a result of non-payment of such charge or claim and (v) such contest has not had and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Each Loan Party shallequipment, and shall cause each of its Subsidiaries to, deliver supplies or for injuries to the Agent all receipts evidencing the payment of all such Taxes and Impositions with respect to any Property and, upon written request persons or property not covered by the Agent, all other Taxes, Impositions, assessments, levies, permits, fees, rents and other public charges imposed upon or in respect of or assessed against any Loan Party, any of its Subsidiaries or any of their respective properties or assets except for those being paid or contested as described in the provisos aboveinsurance.

Taxes and Claims. (a) Each Loan Party shallBorrower shall pay promptly when due, (i) all material sales, use, excise, personal property, income, withholding, corporate franchise and shall cause each all other taxes, assessments and governmental charges upon or against or relating to such Borrower or its ownership or use of its Subsidiaries to, pay or discharge or cause to be paid or discharged all Taxes and Impositions imposed upon any Loan Party or any of its Subsidiariesproperties, or payable by any Loan Party or any of its Subsidiaries with respect to any Mortgaged Property or other assets or in respect of any of the franchises, businessassets, income or other property of any Loan Party or any of its Subsidiaries before gross receipts unless and to the same shall become delinquent and before any penalty accrues thereon, and will pay, discharge or otherwise satisfy or cause to be paid, discharged or otherwise satisfied at or before maturity or before they become delinquent, all Indebtedness, obligations and other claims (including claims for labor, supplies, materials and services that, if unpaid, might become a Lien on the property of any Loan Party or any of its Subsidiaries) of any Loan Party and its Subsidiaries; provided, however, extent that no such charge or claim needs to be paid if (i) such charge or claim is charges are being diligently contested in good faith by appropriate proceedingsproceedings and adequate reserves in conformity with GAAP have been provided therefor on the books of such Borrower, and (ii) reserves reasonably required by all lawful claims, whether for labor, materials, supplies, services or anything else which might or could, if unpaid, become a Lien or charge upon the Agent shall have been made therefor by such Loan Party properties or such Subsidiary, (iii) none of the Mortgaged Properties or any other material Collateral is in jeopardy of being sold, forfeited or lost during or as a result assets of such contest, (iv) none of a Loan Party, Borrower or any of its Subsidiaries, which Lien would not be permitted under this Agreement, unless and to the Agent or any Lender is reasonably likely to become subject to any civil fine or penalty not adequately reserved against (extent such claims are being diligently contested in good faith by appropriate proceedings and adequate reserves in conformity with GAAP have been provided therefor on the case of any Loan Party or Subsidiary thereof) or criminal fine or penalty, in each case as a result of non-payment books of such Borrower. (b) Neither Borrower shall permit, or suffer to remain, and will promptly discharge, any Lien (other than a Permitted Lien) arising from any unpaid tax, assessment, levy or governmental charge. (c) In the event either Borrower shall fail to pay any such tax, assessment, levy or governmental charge or claim and to discharge any such Lien (v) such contest has not had and could not reasonably be expected to haveother than a Permitted Lien), either individually or in the aggregate, a Material Adverse Effect. Each Loan Party shall, and shall cause each of its Subsidiaries to, deliver to the Agent all receipts evidencing the payment of all such Taxes and Impositions with respect to any Property and, upon written request by then the Agent, all without waiving or releasing any obligation or default of the Borrowers hereunder, may at any time or times hereafter, but shall be under no obligation to do so, make such payment, settlement, compromise or release or cause to be released any such Lien, and take any other Taxesaction with respect thereto which the Agent deems advisable. All sums paid by the Agent in satisfaction of, Impositionsor on account of any tax, assessmentslevy or assessment or governmental charge, leviesor to discharge or release any Lien, permitsand any expenses, feesincluding reasonable attorneys' fees actually incurred, rents court costs and other public charges imposed upon or in respect relating thereto, shall become a part of or assessed against any Loan Partythe Obligations secured by the Collateral, any of its Subsidiaries or any of their respective properties or assets except for those being paid or contested as described in the provisos abovepayable on demand.

Taxes and Claims. Each Loan Party shall(a) Borrower shall pay promptly when due, (i) all material sales, use, excise, personal property, income, withholding, corporate franchise and shall cause each all other taxes, assessments and governmental charges upon or against or relating to Borrower or its ownership or use of its Subsidiaries to, pay or discharge or cause to be paid or discharged all Taxes and Impositions imposed upon any Loan Party or any of its Subsidiariesproperties, or payable by any Loan Party or any of its Subsidiaries with respect to any Mortgaged Property or other assets or in respect of any of the franchises, businessassets, income or other property of any Loan Party or any of its Subsidiaries before gross receipts unless and to the same shall become delinquent and before any penalty accrues thereon, and will pay, discharge or otherwise satisfy or cause to be paid, discharged or otherwise satisfied at or before maturity or before they become delinquent, all Indebtedness, obligations and other claims (including claims for labor, supplies, materials and services that, if unpaid, might become a Lien on the property of any Loan Party or any of its Subsidiaries) of any Loan Party and its Subsidiaries; provided, however, extent that no such charge or claim needs to be paid if (i) such charge or claim is charges are being diligently contested in good faith by appropriate proceedingsproceedings and adequate reserves in conformity with GAAP have been provided therefor on the books of Borrower, and (ii) reserves reasonably required by all lawful claims, whether for labor, materials, supplies, services or anything else which might or could, if unpaid, become a Lien or charge upon the Agent shall have been made therefor by such Loan Party properties or such Subsidiary, (iii) none assets of the Mortgaged Properties or any other material Collateral is in jeopardy of being sold, forfeited or lost during or as a result of such contest, (iv) none of a Loan Party, Borrower or any of its Subsidiaries, which Lien would not be permitted under this Agreement, unless and to the Agent extent such claims are being diligently contested in good faith by appropriate proceedings and adequate reserves in conformity with GAAP have been provided therefor on the books of Borrower. (b) Borrower shall not permit, or suffer to remain, and will promptly discharge, any Lender is reasonably likely Lien (other than a Permitted Lien) arising from any unpaid tax, assessment, levy or governmental charge. (c) In the event Borrower shall fail to become subject to pay any civil fine such tax, assessment, levy or penalty not adequately reserved against (in the case of any Loan Party or Subsidiary thereof) or criminal fine or penalty, in each case as a result of non-payment of such governmental charge or claim and to discharge any such Lien (v) such contest has not had and could not reasonably be expected to haveother than a Permitted Lien), either individually or in the aggregate, a Material Adverse Effect. Each Loan Party shall, and shall cause each of its Subsidiaries to, deliver to the Agent all receipts evidencing the payment of all such Taxes and Impositions with respect to any Property and, upon written request by then the Agent, all without waiving or releasing any obligation or default of Borrower hereunder, may at any time or times hereafter, but shall be under no obligation to do so, make such payment, settlement, compromise or release or cause to be released any such Lien, and take any other Taxesaction with respect thereto which the Agent deems advisable. All sums paid by the Agent in satisfaction of, Impositionsor on account of any tax, assessmentslevy or assessment or governmental charge, leviesor to discharge or release any Lien, permitsand any expenses, feesincluding reasonable attorneys' fees actually incurred, rents court costs and other public charges imposed upon or in respect relating thereto, shall become a part of or assessed against any Loan Partythe Obligations secured by the Collateral, any of its Subsidiaries or any of their respective properties or assets except for those being paid or contested as described in the provisos abovepayable on demand.

Taxes and Claims. Each Loan Party shall, and shall cause each of its Subsidiaries to, pay or discharge or cause to be paid or discharged all Taxes and Impositions imposed upon any Loan Party or any of its Subsidiaries, or payable by any Loan Party or any of its Subsidiaries with respect to any Mortgaged Property or other assets or in respect of any of the franchises, business, income or other property of any Loan Party or any of its Subsidiaries before the same shall become delinquent and before any penalty accrues thereon, and will pay, discharge or otherwise satisfy or cause to be paid, discharged or otherwise satisfied at or before maturity or before they become delinquent, all Indebtedness, obligations and other claims (including claims for labor, supplies, materials and services that, if unpaid, might become a Lien on the property of any Loan Party or any of its Subsidiaries) of any Loan Party and its Subsidiaries; providedPROVIDED, howeverHOWEVER, that no such charge or claim needs to be paid if (i) such charge or claim is being diligently contested in good faith by appropriate proceedings, (ii) reserves reasonably required consistent with GAAP or otherwise consented to by the Agent shall have been made therefor by such Loan Party or such Subsidiary, (iii) none of the Mortgaged Properties or any other material Collateral is in jeopardy of being sold, forfeited or lost during or as a result of such contest, (iv) none of a any Loan Party, or any of its Subsidiaries, the Agent or any Lender is reasonably likely to could become subject to any civil fine or penalty not adequately reserved against (in the case of any Loan Party or Subsidiary thereof) or criminal fine or penalty, in each case as a result of non-payment of such charge or claim and (v) such contest has not had and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Each Loan Party shall, and shall cause each of its Subsidiaries to, deliver to the Agent all receipts evidencing the payment of all such Taxes and Impositions with respect to any Property and, upon written request by the Agent, all other Taxes, Impositions, assessments, levies, permits, fees, rents and other public charges imposed upon or in respect of or assessed against any Loan Party, any of its Subsidiaries or any of their respective properties or assets except for those being paid or contested as described in the provisos above.

Taxes and Claims. Each Loan Party shall7.1 Contractor agrees to pay all taxes, licenses, and shall cause each fees levied or assessed on Contractor in connection with or incident to the performance of this Agreement by any governmental agency and unemployment compensation insurance, old age benefits, social security, or any other taxes upon the wages of contractor, its Subsidiaries toagents, pay or discharge or cause employees, and representatives. Contractor agrees to require the same agreements and be paid or discharged all Taxes and Impositions imposed upon liable for any Loan Party or breach of such agreements by any of its Subsidiariessubcontractors. 7.2 Contractor agrees to reimburse Company on demand for all such taxes or governmental charges, State or payable by any Loan Party Federal, that Company may be required or any deem it necessary to pay on account of employees of Contractor or its Subsidiaries sub-contractors. Contractor agrees to furnish Company with respect the information required to any Mortgaged Property enable it to make the necessary reports and to pay such taxes or other assets charges. At its election, Company is authorized to deduct all sums so paid for such taxes and governmental charges from such amounts as may be or in respect of any of the franchises, business, income or other property of any Loan Party or any of its Subsidiaries before the same shall become delinquent and before any penalty accrues thereon, and will pay, discharge or otherwise satisfy or cause due to be paid, discharged or otherwise satisfied at or before maturity or before they become delinquent, Contractor hereunder. 7.3 Contractor agrees to pay all Indebtedness, obligations and other claims (including valid claims for labor, suppliesmaterials, materials services, and supplies furnished by Contractor hereunder and agrees to allow no lien or charge to be fixed upon property of Company or the party for whom Company is performing services. Contractor agrees to indemnify, protect, defend, and hold Company harmless from and against all such claims or indebtedness incurred by Contractor in connection with the services thatas provided hereunder. It is agreed that Company shall have the right to pay any such claims or indebtedness out of any money due or to become due to Contractor hereunder. Notwithstanding the foregoing, if unpaid, might become Company agrees that it will not pay any such claim or indebtedness as long as same is being actively contested by Contractor and Contractor has taken all actions necessary (including the posting of a Lien on bond when appropriate) to protect the property interests of Company and any Loan Party or any of its Subsidiaries) of any Loan Party and its Subsidiaries; provided, however, that no such charge or claim needs to be paid if (i) such charge or claim is being diligently contested in good faith by appropriate proceedings, (ii) reserves reasonably required by the Agent shall have been made therefor other party affected by such Loan Party claim or such Subsidiaryindebtedness. 7.4 Before Company makes payments to Contractor, (iii) none of the Mortgaged Properties or any other material Collateral is in jeopardy of being soldCompany may require Contractor to furnish proof that there are no unsatisfied claims for labor, forfeited or lost during or as a result of such contestmaterials, (iv) none of a Loan Party, or any of its Subsidiaries, the Agent or any Lender is reasonably likely to become subject to any civil fine or penalty not adequately reserved against (in the case of any Loan Party or Subsidiary thereof) or criminal fine or penalty, in each case as a result of non-payment of such charge or claim and (v) such contest has not had and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Each Loan Party shallequipment, and shall cause each of its Subsidiaries to, deliver supplies or for injuries to the Agent all receipts evidencing the payment of all such Taxes and Impositions with respect to any Property and, upon written request persons or property not covered by the Agent, all other Taxes, Impositions, assessments, levies, permits, fees, rents and other public charges imposed upon or in respect of or assessed against any Loan Party, any of its Subsidiaries or any of their respective properties or assets except for those being paid or contested as described in the provisos aboveinsurance.

Taxes and Claims. Each Loan Party shall8.1 Subcontractor agrees to pay all taxes, licenses, and shall cause each fees levied or assessed on Subcontractor in connection with or incident to the performance of this Contract by any governmental agency and unemployment compensation insurance, old age benefits, social security, or any other taxes upon the wages of Subcontractor, its Subsidiaries toagents, pay or discharge or cause employees, and representatives. Subcontractor agrees to require the same agreements and be paid or discharged all Taxes and Impositions imposed upon liable for any Loan Party or breach of such agreements by any of its Subsidiariessubcontractors. 8.2 Subcontractor agrees to reimburse Contractor on demand for all such taxes or governmental charges, State or payable Federal, that Contractor may be required or deem it necessary to pay. Subcontractor agrees to furnish Contractor with the information required to enable it to make the necessary reports and to pay such taxes or charges. At its election, Contractor is authorized to deduct all sums so paid for such taxes and governmental charges from such amounts as may be or become due to Subcontractor hereunder. 8.3 Subcontractor agrees to pay all claims for labor, materials, services, and supplies furnished by any Loan Party Subcontractor hereunder and agrees to allow no lien or any of its Subsidiaries with respect charge to any Mortgaged Property or other assets or in respect of any of be fixed upon the franchisesrig, businessthe lease, income the well, the land on which the well is located, or other property of any Loan Party Contractor or any of its Subsidiaries before the same shall become delinquent and before any penalty accrues thereonparty for whom Contractor is performing services. Subcontractor agrees to indemnify, protect, defend, and hold Contractor harmless from and against all such claims, charges, and liens. If Subcontractor shall fail or refuse to pay any claims or indebtedness incurred by Subcontractor in connection with the services as provided hereunder, it is agreed that Contractor shall have the right to pay any such claims or indebtedness out of any money due or to become due to Subcontractor hereunder. Notwithstanding the foregoing, Contractor agrees that it will pay, discharge not pay any such claim or otherwise satisfy or cause to be paid, discharged or otherwise satisfied at or before maturity or before they become delinquent, indebtedness as long as same is being actively contested by Subcontractor and Subcontractor has taken all Indebtedness, obligations and other claims actions necessary (including the posting of a bond when appropriate) to protect the property interests of Contractor and any other party affected by such claim or indebtedness. 8.4 Before payments are made by Contractor to Subcontractor, Contractor may require Subcontractor to furnish proof that there are not unsatisfied claims for labor, materials, equipment, and supplies, materials or for injuries to persons or property not covered by insurance. 9 LAWS, RULES, AND REGULATIONS 9.1 Contractor and services thatSubcontractor, if unpaidrespectively, might agree to comply with all laws, rules, and regulations which are now or may become a Lien on the property of any Loan Party applicable to operations covered by this Contract or any of its Subsidiaries) of any Loan Party and its Subsidiaries; provided, however, that no such charge or claim needs to be paid if (i) such charge or claim is being diligently contested in good faith by appropriate proceedings, (ii) reserves reasonably required by the Agent shall have been made therefor by such Loan Party or such Subsidiary, (iii) none arising out of the Mortgaged Properties or any other material Collateral is in jeopardy of being sold, forfeited or lost during or as a result performance of such contest, (iv) none of a Loan Party, or operations. If either party is required to pay any of its Subsidiaries, the Agent or any Lender is reasonably likely to become subject to any civil fine or penalty not adequately reserved against (resulting from the other party’s failure to comply with such laws, rules or regulations, the party failing to comply shall immediately reimburse the other for any such payment. 9.2 In the event any provision of this Contract is inconsistent with or contrary to any applicable law, rule or regulation, said provision shall be deemed to be modified to the extent required to comply with said law, rule or regulation and this Contract, as so modified, shall remain in the case of any Loan Party or Subsidiary thereof) or criminal fine or penaltyfull force and effect. 9.3 This Contract shall be construed, in each case as a result of non-payment of such charge or claim and (v) such contest has not had and could not reasonably be expected to havegoverned, either individually or in the aggregateinterpreted, a Material Adverse Effect. Each Loan Party shallenforced, and shall cause each litigated and the relations between the parties determined in accordance with the laws of its Subsidiaries to, deliver to the Agent all receipts evidencing the payment of all such Taxes and Impositions with respect to any Property and, upon written request by the Agent, all other Taxes, Impositions, assessments, levies, permits, fees, rents and other public charges imposed upon or in respect of or assessed against any Loan Party, any of its Subsidiaries or any of their respective properties or assets except for those being paid or contested as described in the provisos above.