Common use of Taxes; Encumbrances Clause in Contracts

Taxes; Encumbrances. The Collateral Agent may, at its option, upon three (3) Business Days’ prior written notice, discharge past due Taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes not required to be discharged under the Credit Agreement and other than Permitted Liens), and may take any other action which the Collateral Agent may reasonably deem necessary to repair, maintain or preserve any of the Collateral to the extent a Grantor fails to do so as required by the Credit Agreement or this Security Agreement within a reasonable period of time after the Collateral Agent has requested it to do so, and any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization shall, in each case subject to the limitations on reimbursement of costs and expenses set forth in Section 13.5 of the Credit Agreement, be a part of the Secured Obligations; provided, however, that the Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where a court of competent jurisdiction determines by final and non-appealable judgment that the Collateral Agent’s actions constitute gross negligence, bad faith or wilful misconduct or material breach under any Credit Document; provided further, that the making of any such payments or the taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver of any Event of Default arising from a Grantor’s failure to have made such payments or taken such action. Nothing in this Section 3.7 shall be interpreted as excusing a Grantor from the performance of any covenants or other promises of such Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Documents.

Taxes; Encumbrances. The Collateral Administrative Agent may, at its option, upon three (3) Business Days’ prior written notice, may discharge past due Taxestaxes, assessments, charges, feesfees or Liens (other than Liens permitted under the Credit Agreement), Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes not required to be discharged under the Credit Agreement and other than Permitted Liens)Collateral, and may take any other action which the Collateral Administrative Agent may reasonably deem necessary or desirable to repair, maintain or preserve any of the Collateral to the extent a any Grantor fails to do so as required by the Credit Agreement or this Security Agreement within a reasonable period of time after the Collateral Agent has requested it to do soAgreement, and each Grantor jointly and severally agrees to reimburse the Administrative Agent on demand for any payment made or any expense incurred by the Collateral Administrative Agent pursuant to the foregoing authorization shallauthorization; provided that, so long as no Event of Default shall have occurred and be continuing, if such taxes, assessments, charges, fees or Liens are being contested in each case subject to good faith and by appropriate proceedings by such Grantor, the limitations on reimbursement of costs and expenses set forth in Section 13.5 of the Credit Agreement, be a part of the Secured ObligationsAdministrative Agent shall consult with such Grantor before making any such payment or taking any such action; provided, however, that the Collateral Administrative Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where a court to the extent that any liability on account of competent jurisdiction determines by final and non-appealable judgment that any such action resulted from the Collateral Agent’s actions constitute gross negligence, bad faith or wilful misconduct or material breach under any Credit Documentof the contractual obligations of the Administrative Agent; provided further, further that the making of any such payments or the taking of any such action by the Collateral Administrative Agent shall not be deemed to constitute a waiver of any Default or Event of Default arising from a the Grantor’s failure to have made such payments or taken such action. Nothing in this Section 3.7 4.05 shall be interpreted as excusing a any Grantor from the performance of any covenants or other promises of such any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Loan Documents.

Taxes; Encumbrances. The At its option and upon reasonable prior notice to the Grantors (which notice shall not be required at any time that an Event of Default shall have occurred and be continuing) the Collateral Agent may, at its option, upon three (3) Business Days’ prior written notice, may discharge past due Taxestaxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes not required to be discharged under the Credit Agreement and other than Permitted LiensEncumbrances), and may take any other action which the Collateral Agent may reasonably deem necessary or desirable to repair, maintain or preserve any of the Collateral to the extent a any Grantor fails to do so as required by the Credit Agreement or this Security Agreement within a reasonable period of time after Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent has requested it to do so, and for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization shall, within thirty (30) days after receipt of an invoice therefor setting forth such expenses in each case subject to the limitations on reimbursement of costs and expenses set forth in Section 13.5 of the Credit Agreement, be a part of the Secured Obligationsreasonable detail; provided, however, that the Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where there is a court of competent jurisdiction determines by final and non-appealable judgment specific finding in a judicial proceeding (in which the Collateral Agent has had an opportunity to be heard), from which finding no further appeal is available, that the Collateral Agent’s actions constitute gross negligence, Agent had acted in actual bad faith or wilful misconduct or material breach under any Credit Documentin a grossly negligent manner; provided further, further that the making of any such payments or the taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver of any Default or Event of Default arising from a the Grantor’s failure to have made such payments or taken such action. Nothing in this Section 3.7 SECTION 4.055 shall be interpreted as excusing a any Grantor from the performance of any covenants or other promises of such any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Loan Documents.

Taxes; Encumbrances. The At its option and upon reasonable prior notice to the Grantors (which notice shall not be required at any time that an Event of Default shall have occurred and be continuing) the Collateral Agent may, at its option, upon three (3) Business Days’ prior written notice, may discharge past due Taxestaxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes not required to be discharged under the Credit Agreement and other than Permitted Liens), and may take any other action which the Collateral Agent may reasonably deem necessary or desirable to repair, maintain or preserve any of the Collateral to the extent a any Grantor fails to do so as required by the Credit Agreement or this Security Agreement within a reasonable period of time after Indenture, and each Grantor jointly and severally agrees to reimburse the Collateral Agent has requested it to do so, and for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization shall, in each case subject to the limitations on reimbursement within thirty (30) days after receipt of costs and expenses set an invoice therefor setting forth in Section 13.5 of the Credit Agreement, be a part of the Secured Obligationssuch expenses; provided, however, that the Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where there is a court of competent jurisdiction determines by final and non-appealable judgment specific finding in a judicial proceeding (in which the Collateral Agent has had an opportunity to be heard), from which finding no further appeal is available, that the Collateral Agent’s actions constitute gross negligence, bad faith or wilful Agent had engaged in willful misconduct or material breach under any Credit Documentacted in a grossly negligent manner; provided provided, further, that the making of any such payments or the taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver of any Event of Default arising from a the Grantor’s failure to have made such payments or taken such action. Nothing in this Section 3.7 shall be interpreted as excusing a Grantor from the performance of any covenants or other promises of such Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Documents.

Taxes; Encumbrances. The Collateral Agent may, at At its option, upon three (3) Business Days’ prior written notice, the Collateral Agent may discharge past due Taxestaxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes and not required permitted pursuant to be discharged under Section 6.02 of the Credit Agreement and other than Permitted Liens)Agreement, and may take any other action which the Collateral Agent may reasonably deem necessary or desirable to repair, maintain or preserve any of the Collateral to the extent a any Grantor fails to do so as required by the Credit Agreement or this Security Agreement within a reasonable period of time after Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent has requested it to do so, and on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization shall, in each case subject to the limitations on reimbursement of costs and expenses set forth in Section 13.5 of the Credit Agreement, be a part of the Secured Obligationsauthorization; provided, however, that the Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where there is a court of competent jurisdiction determines by final and non-appealable judgment specific finding in a judicial proceeding (in which the Collateral Agent has had an opportunity to be heard), from which finding no further appeal is available, that the Collateral Agent’s actions constitute gross negligence, Agent had acted in actual bad faith or wilful misconduct or material breach under any Credit Documentin a grossly negligent manner; and provided further, further that the making of any such payments or the taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver of any Default or Event of Default arising from a the Grantor’s 's failure to have made such payments or taken such action. Nothing in this Section 3.7 4.6 shall be interpreted as excusing a any Grantor from the performance of any covenants or other promises of such any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Loan Documents.

Taxes; Encumbrances. The (a) Unless contested in accordance with the provisions of subsection (b) below, each Grantor shall pay and discharge, from time to time when the same shall become due, all material taxes, special assessments, levies, permits, inspection and license fees, all material utility charges, including water and sewer rents and charges, and all other material public charges, imposed upon or assessed against the Collateral Agent mayor Collateral Assets or any part thereof or upon the revenues, rents, issues, income and profits of the Collateral or Collateral Assets or any part thereof, including, without limitation, those arising in respect of the occupancy, use or possession thereof, and shall maintain in full force and effect and comply with the requirements of all material permits (including, without limitation, building ordinances and codes and zoning requirements to operate or use and occupy any Collateral or Collateral Asset for its intended uses or that otherwise relate to the Collateral or any Collateral Asset) now or hereafter required by any Governmental Authority. Unless contested in accordance with the provisions of subsection (b) below, at its option, the Collateral and Intercreditor Agent (acting at its own discretion or upon three (3the instruction of any Voting Creditor Representative) Business Days’ prior written notice, may discharge such past due Taxestaxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes and not required permitted pursuant to be discharged under the Credit Agreement and other than Permitted Liens), and may take any other action which the Collateral Agent may reasonably deem necessary to repair, maintain or preserve any each of the Collateral Voting Creditor Documents, to the extent a any Grantor fails to do so as required by the Credit this Agreement or this Security Agreement within a reasonable period of time after any other Collateral Document, and each Grantor jointly and severally agrees to reimburse the Collateral and Intercreditor Agent has requested it to do so, and on demand for any payment made or any expense incurred by the Collateral and Intercreditor Agent pursuant to the foregoing authorization shall, in each case subject to the limitations on reimbursement of costs and expenses set forth in Section 13.5 of the Credit Agreement, be a part of the Secured Obligations; provided, however, that the Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where a court of competent jurisdiction determines by final and non-appealable judgment that the Collateral Agent’s actions constitute gross negligence, bad faith or wilful misconduct or material breach under any Credit Documentauthorization; provided further, that the making of any such payments or the taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver of any Event of Default arising from a Grantor’s failure to have made such payments or taken such action. Nothing nothing in this Section 3.7 9.6 shall be interpreted as excusing a any Grantor from the performance of of, or imposing any obligation on the Collateral and Intercreditor Agent or any Secured Party to cure or perform, any covenants or other promises of such any Grantor with respect to taxes, assessments, charges, fees, Liensliens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Collateral Documents or any Voting Creditor Documents. (b) Each Grantor may at its own expense contest the amount or applicability of any of the obligations described in subsection (a) above by appropriate legal proceedings, prosecution of which operates to prevent the collection thereof and the sale or forfeiture of the Collateral or any Collateral Asset or any part thereof to satisfy the same; provided, however, that in connection with such contest, such Grantor shall have made provision for the payment of such contested amount on its books if and to the extent required by GAAP; provided further, that no such contest shall have a Material Adverse Effect.

Taxes; Encumbrances. The Collateral Agent may, at At its option, upon three (3) Business Days’ prior written notice, the Collateral Agent may discharge past due Taxestaxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes not required to be discharged under the Credit Agreement and other than Permitted LiensEncumbrances), and may take any other action which the Collateral Agent may reasonably deem necessary or desirable to repair, maintain or preserve any of the Collateral to the extent a any Grantor fails to do so as required by the Credit Agreement or this Security Agreement within a reasonable period of time after Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent has requested it to do so, and for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization shall, within thirty (30) days after receipt of an invoice therefor setting forth such expenses in each case subject to the limitations on reimbursement of costs and expenses set forth in Section 13.5 of the Credit Agreement, be a part of the Secured Obligationsreasonable detail; provided, however, that the Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where there is a court of competent jurisdiction determines by final and non-appealable judgment specific finding in a judicial proceeding (in which the Collateral Agent has had an opportunity to be heard), from which finding no further appeal is available, that the Collateral Agent’s actions constitute gross negligence, Agent had acted in actual bad faith or wilful misconduct or material breach under any Credit Documentin a grossly negligent manner; provided further, further that the making of any such payments or the taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver of any Default or Event of Default arising from a the Grantor’s failure to have made such payments or taken such action. Nothing in this Section 3.7 SECTION 4.04 shall be interpreted as excusing a any Grantor from the performance of any covenants or other promises of such any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Loan Documents.

Taxes; Encumbrances. The Collateral Agent may, at At its option, upon three (3) Business Days’ prior written notice, the Collateral Agent may discharge past due Taxestaxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes not required to be discharged under the Credit Agreement and other than Permitted LiensEncumbrances), and may take any other action which the Collateral Agent may reasonably deem necessary or desirable to repair, maintain or preserve any of the Collateral to the extent a any Grantor fails to do so as required by the Credit Agreement or this Security Agreement within a reasonable period of time after Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent has requested it to do so, and on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization shall, in each case subject to the limitations on reimbursement of costs and expenses set forth in Section 13.5 of the Credit Agreement, be a part of the Secured Obligationsauthorization; provided, however, that the Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where a court of competent jurisdiction determines by final and non-appealable nonappealable judgment that the Collateral Agent’s actions constitute gross negligence, bad faith negligence or wilful misconduct or material breach under any Credit Documentwillful misconduct; provided further, further that the making of any such payments or the taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver of any Default or Event of Default arising from a such Grantor’s failure to have made such payments or taken such action. Nothing in this Section 3.7 SECTION 4.05 shall be interpreted as excusing a any Grantor from the performance of any covenants or other promises of such Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Loan Documents.

Taxes; Encumbrances. The At its option and upon reasonable prior notice to the Grantors (which notice shall not be required at any time that an Event of Default shall have occurred and be continuing) the Collateral Agent may, at its option, upon three (3) Business Days’ prior written notice, may discharge past due Taxestaxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes not required to be discharged under the Credit Agreement and other than Permitted Liens), and may take any other action which the Collateral Agent may reasonably deem necessary to repair, maintain or preserve any of the Collateral to the extent a any Grantor fails to do so as required by the Credit Agreement or this Security Agreement within a reasonable period of time after Indenture, and each Grantor jointly and severally agrees to reimburse the Collateral Agent has requested it to do so, and for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization shall, in each case subject to the limitations on reimbursement within 30 days after receipt of costs and expenses set an invoice therefor setting forth in Section 13.5 of the Credit Agreement, be a part of the Secured Obligationssuch expenses; provided, however, that the Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where there is a court of competent jurisdiction determines by final and non-appealable judgment specific finding in a judicial proceeding (in which the Collateral Agent has had an opportunity to be heard), from which finding no further appeal is available, that the Collateral Agent’s actions constitute gross negligence, bad faith or wilful Agent had engaged in willful misconduct or material breach under any Credit Documentacted in a grossly negligent manner; provided provided, further, that the making of any such payments or the taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver of any Event of Default arising from a the Grantor’s failure to have made such payments or taken such action. Nothing in this Section 3.7 shall be interpreted as excusing a Grantor from the performance of any covenants or other promises of such Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Documents.

Taxes; Encumbrances. The Collateral Agent may, at At its option, upon three (3) Business Days’ prior written notice, the Collateral Agent may discharge past due Taxestaxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes not required to be discharged under the Credit Agreement and other than Permitted LiensEncumbrances), and may take any other action which the Collateral Agent may reasonably deem necessary or desirable to repair, maintain or preserve any of the Collateral to the extent a any Grantor fails to do so as required by the Credit Agreement or this Security Agreement within a reasonable period of time after Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent has requested it to do so, and on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization shall, in each case subject to the limitations on reimbursement of costs and expenses set forth in Section 13.5 of the Credit Agreement, be a part of the Secured Obligationsauthorization; provided, however, that the Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where a court of competent jurisdiction determines by final and non-appealable nonappealable judgment that the Collateral Agent’s actions constitute gross negligence, bad faith negligence or wilful misconduct or material breach under any Credit Documentwillful misconduct; provided further, further that the making of any such payments or the taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver of any Default or Event of Default arising from a any Grantor’s failure to have made such payments or taken such action. Nothing in this Section 3.7 SECTION 4.05 shall be interpreted as excusing a any Grantor from the performance of any covenants or other promises of such any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Loan Documents.

Taxes; Encumbrances. The Collateral Agent may, at At its option, upon three (3) Business Days’ prior written notice, the Collateral Agent may discharge past due Taxestaxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes not required to be discharged under the Credit Agreement and other than Permitted LiensEncumbrances), and may take any other action which the Collateral Agent may reasonably deem necessary or desirable to repair, maintain or preserve any of the Collateral to the extent a any Grantor fails to do so as required by the Credit Agreement Indenture, any Additional Pari Passu Document or this Security Agreement within a reasonable period of time after Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent has requested it to do so, and for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization shall, within thirty (30) days after receipt of an invoice therefor setting forth such expenses in each case subject to the limitations on reimbursement of costs and expenses set forth in Section 13.5 of the Credit Agreement, be a part of the Secured Obligationsreasonable detail; provided, however, that the Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where there is a specific finding in a judicial proceeding in a court of competent jurisdiction determines by final and non-appealable judgment (in which the Collateral Agent has had an opportunity to be heard), from which finding no further appeal is available, that the Collateral Agent’s actions constitute gross negligence, bad faith or wilful Agent had acted with willful misconduct or material breach under any Credit Documentin a grossly negligent manner; provided provided, further, that the making of any such payments or the taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver of any Default or Event of Default arising from a the Grantor’s failure to have made such payments or taken such action. Nothing in this Section 3.7 4.04 shall be interpreted as excusing a any Grantor from the performance of any covenants or other promises of such any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Collateral Documents.

Taxes; Encumbrances. The Collateral Agent may, at At its option, upon three (3) Business Days’ prior written notice, the Collateral Agent may discharge past due Taxestaxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes not required to be discharged under the Credit Agreement and other than Permitted LiensEncumbrances), and may take any other action which the Collateral Agent may reasonably deem necessary or desirable to repair, maintain or preserve any of the Collateral to the extent a any Grantor fails to do so as required by the Credit Loan Agreement or this Security Agreement within a reasonable period of time after (including, but not limited to, preserving the Collateral Agent’s Lien priority position on the Collateral (other than Permitted Encumbrances)), and each Grantor jointly and severally agrees to reimburse the Collateral Agent has requested it to do so, and on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization shall, in each case subject to the limitations on reimbursement of costs and expenses set forth in Section 13.5 of the Credit Agreement, be a part of the Secured Obligationsauthorization; provided, however, that the Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where a court of competent jurisdiction determines by final and non-appealable nonappealable judgment that the Collateral Agent’s actions constitute gross negligence, bad faith negligence or wilful misconduct or material breach under any Credit Documentwillful misconduct; provided further, further that the making of any such payments or the taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver of any Default or Event of Default arising from a any Grantor’s failure to have made such payments or taken such action. Nothing in this Section 3.7 4.05 shall be interpreted as excusing a any Grantor from the performance of any covenants or other promises of such any Grantor with respect to taxes, assessments, charges, fees, priority of Liens, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Loan Documents.

Taxes; Encumbrances. The Collateral Agent may, at At its option, upon three (3) Business Days’ prior written notice, the Collateral Agent may discharge past due Taxestaxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes and not required permitted pursuant to be discharged under Section 6.2 of the Credit Agreement and other than Permitted Liens)Agreement, and may take any other action which the Collateral Agent may reasonably deem necessary or desirable to repair, maintain or preserve any of the Collateral to the extent a any Grantor fails to do so as required by the Credit Agreement or this Security Agreement within a reasonable period of time after Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent has requested it to do so, and on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization shall, in each case subject to the limitations on reimbursement of costs and expenses set forth in Section 13.5 of the Credit Agreement, be a part of the Secured Obligationsauthorization; provided, however, that the Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where there is a court of competent jurisdiction determines by final and non-appealable judgment specific finding in a judicial proceeding (in which the Collateral Agent has had an opportunity to be heard), from which finding no further appeal is available, that the Collateral Agent’s actions constitute gross negligence, Agent had acted in actual bad faith or wilful misconduct or material breach under any Credit Documentin a grossly negligent manner; and provided further, further that the making of any such payments or the taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver of any Default or Event of Default arising from a the Grantor’s failure to have made such payments or taken such actionpayments. Nothing in this Section 3.7 4.6 shall be interpreted as excusing a any Grantor from the performance of any covenants or other promises of such any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Loan Documents.

Taxes; Encumbrances. The Collateral Agent may, at At its option, upon three (3) Business Days’ prior written notice, the Collateral Agent may discharge past due Taxestaxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes and not required permitted pursuant to be discharged under Section 6.2 of the Credit Agreement and other than Permitted Liens)Loan Agreement, and may take any other action which the Collateral Agent may reasonably deem necessary or desirable to repair, maintain or preserve any of the Collateral to the extent a any Grantor fails to do so as required by the Credit Loan Agreement or this Security Agreement within a reasonable period of time after Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent has requested it to do so, and on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization shall, in each case subject to the limitations on reimbursement of costs and expenses set forth in Section 13.5 of the Credit Agreement, be a part of the Secured Obligationsauthorization; provided, however, that the Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where there is a court of competent jurisdiction determines by final and non-appealable judgment specific finding in a judicial proceeding (in which the Collateral Agent has had an opportunity to be heard), from which finding no further appeal is available, that the Collateral Agent’s actions constitute gross negligence, Agent had acted in actual bad faith or wilful misconduct or material breach under any Credit Documentin a grossly negligent manner; and provided further, further that the making of any such payments or the taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver of any Default or Event of Default arising from a the Grantor’s failure to have made such payments or taken such actionpayments. Nothing in this Section 3.7 4.6 shall be interpreted as excusing a any Grantor from the performance of any covenants or other promises of such any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Loan Documents.

Taxes; Encumbrances. The At its option and upon reasonable prior notice to the Grantors (which notice shall not be required at any time that an Event of Default shall have occurred and be continuing) the Notes Collateral Agent may, at its option, upon three (3) Business Days’ prior written notice, may discharge past due Taxestaxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes not required to be discharged under the Credit Agreement and other than Permitted Liens), and may take any other action which the Notes Collateral Agent may reasonably deem necessary or desirable to repair, maintain or preserve any of the Collateral to the extent a any Grantor fails to do so as required by the Credit Indenture, any Additional Pari Passu Agreement or this Security Agreement within a reasonable period of time after Agreement, and each Grantor jointly and severally agrees to reimburse the Notes Collateral Agent has requested it to do so, and for any payment made or any expense incurred by the Notes Collateral Agent pursuant to the foregoing authorization shall, in each case subject to the limitations on reimbursement within thirty (30) days after receipt of costs and expenses set an invoice therefor setting forth in Section 13.5 of the Credit Agreement, be a part of the Secured Obligationssuch expenses; provided, however, that the Notes Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where there is a court of competent jurisdiction determines by final and non-appealable judgment specific finding in a judicial proceeding (in which the Notes Collateral Agent has had an opportunity to be heard), from which finding no further appeal is available, that the Notes Collateral Agent’s actions constitute gross negligence, bad faith or wilful Agent had engaged in willful misconduct or material breach under any Credit Documentacted in a grossly negligent manner; provided provided, further, that the making of any such payments or the taking of any such action by the Notes Collateral Agent shall not be deemed to constitute a waiver of any Event of Default arising from a the Grantor’s failure to have made such payments or taken such action. Nothing in this Section 3.7 4.05 shall be interpreted as excusing a any Grantor from the performance of any covenants or other promises of such any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Security Documents.

Taxes; Encumbrances. The Collateral Agent may, at At its option, upon three (3) Business Days’ prior written notice, the Collateral Agent may during the continuance of an Actionable Default discharge past due Taxestaxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes and not required permitted pursuant to be discharged under the Credit Agreement and other than Permitted Liens)Indenture, and may take any other action which the Collateral Agent may reasonably deem necessary or desirable to repair, maintain or preserve any of the Collateral to the extent a any Grantor fails to do so as required by the Credit Agreement Indenture or this Security Agreement within a reasonable period of time after Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent has requested it to do so, and on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization shall, in each case subject to the limitations on reimbursement of costs and expenses set forth in Section 13.5 of the Credit Agreement, be a part of the Secured Obligationsauthorization; provided, however, that the Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where there is a specific finding in a judicial proceeding before a court of competent jurisdiction determines by final (in which the Collateral Agent has had notice and non-appealable judgment an opportunity to be heard), from which finding no further appeal is available, that the Collateral Agent’s actions constitute gross negligence, Agent had acted in actual bad faith or wilful misconduct or material breach under any Credit Documentin a grossly negligent manner; and provided further, further that the making of any such payments or the taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver of any Event of Parity Lien Debt Default or Actionable Default arising from a the Grantor’s failure to have made such payments or taken such action. Nothing in this Section 3.7 4.6 shall be interpreted as excusing a any Grantor from the performance of any covenants or other promises of such any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Parity Lien Documents.

Taxes; Encumbrances. The Collateral Agent may, at At its option, upon three (3) Business Days’ prior written notice, the Collateral Agent may discharge past due Taxestaxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes and not required permitted pursuant to be discharged under Section 6.2 of the Credit Agreement and other than Permitted Liens)Agreement, and may take any other action which the Collateral Agent may reasonably deem necessary or desirable to repair, maintain or preserve any of the Collateral Collat­eral to the extent a any Grantor fails to do so as required by the Credit Agreement or this Security Agreement within a reasonable period of time after Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent has requested it to do so, and on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization shall, in each case subject to the limitations on reimbursement of costs and expenses set forth in Section 13.5 of the Credit Agreement, be a part of the Secured Obligationsauthoriza­tion; provided, however, that the Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where there is a court of competent jurisdiction determines by final and non-appealable judgment specific finding in a judicial proceeding (in which the Collateral Agent has had an opportunity to be heard), from which finding no further appeal is available, that the Collateral Agent’s actions constitute gross negligence, Agent had acted in actual bad faith or wilful misconduct or material breach under any Credit Documentin a grossly negligent manner; and provided further, further that the making of any such payments or the taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver of any Default or Event of Default arising from a the Grantor’s failure to have made such payments or taken such actionpayments. Nothing in this Section 3.7 4.6 shall be interpreted as excusing a any Grantor from the performance of any covenants cove­nants or other promises of such any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Loan Documents.

Taxes; Encumbrances. The Collateral Agent may, at At its option, upon three (3) Business Days’ prior written notice, the Collateral Agent may discharge past due Taxestaxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes not required to be discharged under the Credit Agreement and other than Permitted LiensEncumbrances), and may take any other action which the Collateral Agent may reasonably deem necessary or desirable to repair, maintain or preserve any of the Collateral to the extent a any Grantor fails to do so as required by the Credit Agreement or this Security Agreement within a reasonable period of time after Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent has requested it to do so, and on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization shall, in each case subject to the limitations on reimbursement of costs and expenses set forth in Section 13.5 of the Credit Agreement, be a part of the Secured Obligationsauthorization; provided, however, that the Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where there is a court of competent jurisdiction determines by final and non-appealable judgment specific finding in a judicial proceeding (in which the Collateral Agent has had an opportunity to be heard), from which finding no further appeal is available, that the Collateral Agent’s actions constitute gross negligence, Agent had acted in actual bad faith or wilful misconduct or material breach under any Credit Documentin a grossly negligent manner; provided further, further that the making of any such payments or the taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver of any Default or Event of Default arising from a the Grantor’s failure to have made such payments or taken such action. Nothing in this Section 3.7 5.02 shall be interpreted as excusing a any Grantor from the performance of any covenants or other promises of such any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Loan Documents.

Taxes; Encumbrances. The At its option during the continuance of an Event of Default, the Collateral Agent may, at its option, upon three (3) Business Days’ prior written notice, may discharge past due Taxestaxes, assessments, charges, feesfees or Liens (other than Liens permitted under the Credit Agreement), Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes not required to be discharged under the Credit Agreement and other than Permitted Liens)Collateral, and may take any other action which the Collateral Agent may reasonably deem necessary or desirable to repair, maintain or preserve any of the Collateral to the extent a any Grantor fails to do so as required by the Credit Agreement or this Security Agreement within a reasonable period of time after Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent has requested it to do so, and on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization shall, in each case subject to the limitations on reimbursement of costs and expenses set forth in Section 13.5 of the Credit Agreement, be a part of the Secured Obligationsauthorization; provided, however, that the Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where a court to the extent that any liability on account of competent jurisdiction determines by final and non-appealable judgment that any such action resulted from the Collateral Agent’s actions constitute gross negligence, bad faith faith, or wilful misconduct or material breach under any Credit Documentof the contractual obligations of the Collateral Agent; and provided further, further that the making of any such payments or the taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver of any Default or Event of Default arising from a the Grantor’s failure to have made such payments or taken such action. Nothing in this Section 3.7 4.6 shall be interpreted as excusing a any Grantor from the performance of any covenants or other promises of such any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Loan Documents.

Taxes; Encumbrances. The Collateral Agent may, at At its option, upon three (3) Business Days’ prior written notice, the Collateral Agent may during the continuance of an Event of Default discharge past due Taxestaxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes and not required permitted pursuant to be discharged under the Credit Agreement and other than Permitted Liens)Agreement, and may take any other action which the Collateral Agent may reasonably deem necessary or desirable to repair, maintain or preserve any of the Collateral to the extent a any Grantor fails to do so as required by the Credit Agreement or this Security Agreement within a reasonable period of time after Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent has requested it to do so, and on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization shall, in each case subject to the limitations on reimbursement of costs and expenses set forth in Section 13.5 of the Credit Agreement, be a part of the Secured Obligationsauthorization; provided, however, that the Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where there is a specific finding in a judicial proceeding before a court of competent jurisdiction determines by final (in which the Collateral Agent has had notice and non-appealable judgment an opportunity to be heard), from which finding no further appeal is available, that the Collateral Agent’s actions constitute gross negligence, Agent had acted in actual bad faith or wilful misconduct or material breach under any Credit Documentin a grossly negligent manner; and provided further, further that the making of any such payments or the taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver of any Default or Event of Default arising from a the Grantor’s failure to have made such payments or taken such action. Nothing in this Section 3.7 4.6 shall be interpreted as excusing a any Grantor from the performance of any covenants or other promises of such any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Loan Documents.

Taxes; Encumbrances. The Collateral Agent may, at At its option, upon three (3) Business Days’ prior written notice, the Collateral Agent may discharge past due Taxestaxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes not required to be discharged under the Credit Agreement and other than Permitted LiensEncumbrances), and may take any other action which the Collateral Agent may reasonably deem necessary or desirable to repair, maintain or preserve any of the Collateral to the extent a any Grantor fails to do so as required by the Credit Agreement or this Security Agreement within a reasonable period of time after Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent has requested it to do so, and on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization shall, in each case subject to the limitations on reimbursement of costs and expenses set forth in Section 13.5 of the Credit Agreement, be a part of the Secured Obligationsauthorization; provided, however, that the Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where a court of competent jurisdiction determines by final and non-appealable nonappealable judgment that the Collateral Agent’s actions constitute gross negligence, bad faith negligence or wilful misconduct or material breach under any Credit Documentwillful misconduct; provided further, further that the making of any such payments or the taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver of any Default or Event of Default arising from a any Grantor’s failure to have made such payments or taken such action. Nothing in this Section 3.7 4.05 shall be interpreted as excusing a any Grantor from the performance of any covenants or other promises of such any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Loan Documents.

Taxes; Encumbrances. The Collateral Agent may, at its option, upon three (3) Business Days’ prior written notice, discharge past due Taxestaxes, assessments, charges, feesfees or Liens (other than Liens permitted under the Credit Agreement), Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes not required to be discharged under the Credit Agreement and other than Permitted Liens)Collateral, and may take any other action which the Collateral Agent may reasonably deem necessary or desirable to repair, maintain or preserve any of the Collateral to the extent a any Grantor fails to do so as required by the Credit Agreement or this Security Agreement within a reasonable period of time after Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent has requested it to do so, and on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization shallauthorization; provided that, so long as no Event of Default shall have occurred and be continuing, if such taxes, assessments, charges, fees or Liens are being contested in each case subject to good faith and by appropriate proceedings by such Grantor, the limitations on reimbursement of costs and expenses set forth in Section 13.5 of the Credit Agreement, be a part of the Secured ObligationsCollateral Agent shall consult with such Grantor before making any such payment or taking any such action; provided, however, that the Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where a court to the extent that any liability on account of competent jurisdiction determines by final and non-appealable judgment that any such action resulted from the Collateral Agent’s actions constitute gross negligence, bad faith or wilful misconduct or material breach under any Credit Documentof the contractual obligations of the Collateral Agent; provided further, further that the making of any such payments or the taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver of any Default or Event of Default arising from a the Grantor’s failure to have made such payments or taken such action. Nothing in this Section 3.7 4.5 shall be interpreted as excusing a any Grantor from the performance of any covenants or other promises of such any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Loan Documents.

Taxes; Encumbrances. The Collateral Agent may, at At its option, upon three (3) Business Days’ prior written notice, the Collateral Agent may discharge material past due Taxestaxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes and not required permitted pursuant to be discharged under Section 6.02 of the Credit Agreement and other than Permitted Liens)Agreement, and may take any other action which the Collateral Agent may reasonably deem necessary to repair, maintain or preserve any of the Collateral to the extent a any Grantor fails to do so as required by the Credit Agreement or this Security Agreement within a reasonable period of time after Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent has requested it to do so, and on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization shall, in each case subject to the limitations on reimbursement of costs and expenses set forth in Section 13.5 of the Credit Agreement, be a part of the Secured Obligationsauthorization; provided, however, that the Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where there is a court of competent jurisdiction determines by final and non-appealable judgment specific finding in a judicial proceeding (in which the Collateral Agent has had an opportunity to be heard), from which finding no further appeal is available, that the Collateral Agent’s actions constitute gross negligence, Agent had acted in actual bad faith or wilful misconduct or material breach under any Credit Documentin a grossly negligent manner; and provided further, further that the making of any such payments or the taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver of any Default or Event of Default arising from a the Grantor’s failure to have made such payments or taken such action. Nothing in this Section 3.7 4.07 shall be interpreted as excusing a any Grantor from the performance of any covenants or other promises of such any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Loan Documents.

Taxes; Encumbrances. The Collateral Agent may, at At its option, upon three (3) Business Days’ prior written notice, the Collateral Agent may discharge past due Taxestaxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes not required to be discharged under the Credit Agreement and other than Permitted LiensEncumbrances), and may take any other action which the Collateral Agent may reasonably deem necessary or desirable to repair, maintain or preserve any of the Collateral to the extent a any Grantor fails to do so as required by the Credit Agreement or this Security Agreement within a reasonable period of time after (including, but not limited to, preserving the Collateral Agent’s Lien priority position on the Collateral (other than Permitted Encumbrances)), and each Grantor jointly and severally agrees to reimburse the Collateral Agent has requested it to do so, and on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization shall, in each case subject to the limitations on reimbursement of costs and expenses set forth in Section 13.5 of the Credit Agreement, be a part of the Secured Obligationsauthorization; provided, however, that the Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where a court of competent jurisdiction determines by final and non-appealable nonappealable judgment that the Collateral Agent’s actions constitute gross negligence, bad faith negligence or wilful misconduct or material breach under any Credit Documentwillful misconduct; provided further, further that the making of any such payments or the taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver of any Default or Event of Default arising from a any Grantor’s failure to have made such payments or taken such action. Nothing in this Section 3.7 4.05 shall be interpreted as excusing a any Grantor from the performance of any covenants or other promises of such any Grantor with respect to taxes, assessments, charges, fees, priority of Liens, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Loan Documents.

Taxes; Encumbrances. The Collateral Agent may, at At its option, upon three (3) Business Days’ prior written notice, the Collateral Agent may discharge past due Taxestaxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral (other than Taxes and not required permitted pursuant to be discharged under Section 6.2 of the Credit Agreement and other than Permitted Liens)Agreement, and may take any other action which the Collateral Agent may reasonably deem necessary or desirable to repair, maintain or preserve any of the Collateral to the extent a any Grantor fails to do so as required by the Credit Agreement or this Security Agreement within a reasonable period of time after Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent has requested it to do so, and on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization shall, in each case subject to the limitations on reimbursement of costs and expenses set forth in Section 13.5 of the Credit Agreement, be a part of the Secured Obligationsauthorization; provided, however, that the Collateral Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where there is a court of competent jurisdiction determines by final and non-appealable judgment specific finding in a judicial proceeding (in which the Collateral Agent has had an opportunity to be heard), from which finding no further appeal is available, that the Collateral Agent’s actions constitute gross negligence, Agent had acted in actual bad faith or wilful misconduct or material breach under any Credit Documentin a grossly negligent manner; and provided further, further that the making of any such payments or the taking of any such action by the Collateral Agent shall not be deemed to constitute a waiver of any Default or Event of Default arising from a the Grantor’s 's failure to have made such payments or taken such actionpayments. Nothing in this Section 3.7 4.6 shall be interpreted as excusing a any Grantor from the performance of any covenants or other promises of such any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Loan Documents.