Common use of Taxes; Encumbrances Clause in Contracts

Taxes; Encumbrances. Each Grantor shall pay and discharge all of its material Taxes and all lawful claims in accordance with Section 5.14 of the Credit Agreement. In its reasonable discretion, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral except to the extent the same constitute Permitted Liens or to the extent such charges, fees, Liens, security interests or other encumbrances are being contested in accordance with Section 5.14 of the Credit Agreement, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by this Agreement (in each case with reasonable prior written notice to such Grantor), and each Grantor jointly and severally agrees to reimburse the Collateral Agent within 30 days of written demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this Section 4.05 shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of 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 Loan Documents.

Taxes; Encumbrances. Each Grantor The Grantors shall pay and discharge all of its material Taxes and all lawful claims in accordance with Section 5.14 of the Credit Agreement. In its reasonable discretion, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests fees or other encumbrances Liens at any time levied or placed on the Collateral or payable in respect of the Collateral, except (a) Permitted Collateral Liens and any equivalent provision of each Additional Pari Passu Agreement, and (b) taxes, assessments, charges or fees levied against the Collateral where (i) the validity or amount thereof is being contested in good faith by proper proceedings, (ii) the Grantors have set aside on their books adequate reserves therefor in accordance with generally accepted accounting principles, and (iii) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect. At its option and after prior written notice to the extent the same constitute Permitted applicable Grantor, Collateral Agent may discharge all such Liens and all such taxes, assessments, charges or to the extent such charges, fees, Liens, security interests or other encumbrances are fees not being contested in accordance with Section 5.14 of the Credit Agreementpreceding sentence, and may pay for the maintenance and preservation of the Collateral Collateral, in each case to the extent any Grantor fails to do so as required by this Agreement (in each case with reasonable prior written notice to such Grantor)or any other Notes Document, and each Grantor jointly and severally agrees to reimburse the Collateral Agent within 30 days of written on demand for any payment made or any expense incurred by the Collateral Agent it pursuant to the foregoing authorization; provided, however, that nothing in this Section 4.05 4.06 shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, liens, security interests fees or other encumbrances Liens and maintenance as set forth herein or in the other Loan Notes Documents.

Taxes; Encumbrances. Each Grantor shall pay and discharge all During the continuance of its material Taxes and all lawful claims in accordance with Section 5.14 an Event of the Credit Agreement. In its reasonable discretionDefault, the Collateral Agent may (but shall have no obligation to) discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral except to the extent the same constitute Permitted Liens or to the extent such charges, fees, Liens, security interests or other encumbrances are being contested in accordance with Section 5.14 of the Credit Agreement, and may (but shall have no obligation to) pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by this Agreement (in each case with reasonable prior written notice to such Grantor), and each Grantor jointly and severally agrees to reimburse the Collateral Agent within 30 days of written on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization, together with interest thereon at the rate then in effect in respect of the Notes, and such amounts shall constitute Obligations secured by the Collateral and shall be paid in accordance with Section 6.10 of the Indenture; provided, however, that nothing in this Section 4.05 5.03 shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Notes Secured Party to cure or perform, any covenants or other promises of 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 Loan Notes Documents.

Taxes; Encumbrances. Each At its option at any time after ten days notice to the applicable Grantor shall pay (or, to the extent the Collateral Agent deems it necessary to act prior the end of such ten day notice period in order to preserve the Collateral, the applicable Grantor's rights to and discharge all of its material Taxes and all lawful claims in accordance with Section 5.14 use of the Credit Agreement. In its reasonable discretionCollateral or the Security Interest granted herein, any shorter notice period) the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral except and not permitted pursuant to the extent the same constitute Permitted Liens or to the extent such charges, fees, Liens, security interests or other encumbrances are being contested in accordance with Section 5.14 6.02 of the Credit Agreement, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement (in each case with reasonable prior written notice to such Grantor)Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent within 30 days of written on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this Section 4.05 4.06 shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of 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 Loan Documents.

Taxes; Encumbrances. Each Grantor The Grantors shall pay and discharge all of its material Taxes and all lawful claims in accordance with Section 5.14 of the Credit Agreement. In its reasonable discretion, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests fees or other encumbrances Liens at any time levied or placed on the Collateral or payable in respect of the Collateral, except to (a) Liens created by the extent the same constitute Collateral Documents, (b) Permitted Liens and (c) taxes, assessments, changes or fees levied against the Collateral where (i) the validity or amount thereof is being contested in good faith by proper proceedings, (ii) the Grantors have set aside on their books adequate reserves therefor in accordance with generally accepted accounting principles, and (iii) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect. At its option, the extent Collateral Agent may discharge all such chargesLiens and all such taxes, feesassessments, Liens, security interests charges or other encumbrances are fees not being contested in accordance with Section 5.14 of the Credit Agreementpreceding sentence, and may pay for the maintenance and preservation of the Collateral Collateral, in each case to the extent any Grantor fails to do so as required by this Agreement (in each case with reasonable prior written notice to such Grantor)or any other Fundamental Document, and each Grantor jointly and severally agrees to reimburse the Collateral Agent within 30 days of written on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this Section 4.05 4.06 shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, liens, security interests fees or other encumbrances Liens and maintenance as set forth herein or in the other Loan Fundamental Documents.

Taxes; Encumbrances. Each The Grantor shall pay and discharge all of its material Taxes and all lawful claims in accordance with Section 5.14 of the Credit Agreement. In its reasonable discretion, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests fees or other encumbrances Liens at any time levied or placed on the Collateral or payable in respect of the Collateral, except (a) Liens created by the Collateral Documents, (b) Permitted Encumbrances, and (c) taxes, assessments, changes or fees levied against the Collateral where (i) the validity or amount thereof is being contested in good faith by proper proceedings, (ii) the Grantor have set aside on their books adequate reserves therefor in accordance with generally accepted accounting principles, and (iii) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect. At its option, the extent the same constitute Permitted Collateral Agent may discharge all such Liens and all such taxes, assessments, charges or to the extent such charges, fees, Liens, security interests or other encumbrances are fees not being contested in accordance with Section 5.14 of the Credit Agreementpreceding sentence, and may pay for the maintenance and preservation of the Collateral Collateral, in each case to the extent any Grantor fails to do so as required by this Agreement (in each case with reasonable prior written notice to such Grantor)or any other Transaction Document, and each Grantor jointly and severally agrees to reimburse the Collateral Agent within 30 days of written on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this Section 4.05 4.06 shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, liens, security interests fees or other encumbrances Liens and maintenance as set forth herein or in the other Loan Transaction Documents.

Taxes; Encumbrances. Each Grantor The Grantors shall pay and discharge all of its material Taxes and all lawful claims in accordance with Section 5.14 of the Credit Agreement. In its reasonable discretion, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests fees or other encumbrances Liens at any time levied or placed on the Collateral or payable in respect of the Collateral, except (a) Liens created by the Collateral Documents, (b) Permitted Encumbrances, and (c) taxes, assessments, changes or fees levied against the Collateral where (i) the validity or amount thereof is being contested in good faith by proper proceedings, (ii) the Grantors have set aside on their books adequate reserves therefor in accordance with generally accepted accounting principles, and (iii) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect. At its option, the extent the same constitute Permitted Collateral Agent may discharge all such Liens and all such taxes, assessments, charges or to the extent such charges, fees, Liens, security interests or other encumbrances are fees not being contested in accordance with Section 5.14 of the Credit Agreementpreceding sentence, and may pay for the maintenance and preservation of the Collateral Collateral, in each case to the extent any Grantor fails to do so as required by this Agreement (in each case with reasonable prior written notice to such Grantor)or any other Transaction Document, and each Grantor jointly and severally agrees to reimburse the Collateral Agent within 30 days of written on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this Section 4.05 4.06 shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, liens, security interests fees or other encumbrances Liens and maintenance as set forth herein or in the other Loan Transaction Documents.

Taxes; Encumbrances. Each Grantor shall pay and discharge all of At its material Taxes and all lawful claims in accordance with Section 5.14 of option, on five days' prior notice to the Credit Agreement. In its reasonable discretionBorrower, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral except and not permitted pursuant to the extent the same constitute Permitted Liens or to the extent such charges, fees, Liens, security interests or other encumbrances are being contested in accordance with Section 5.14 6.02 of the Credit Agreement, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement (in each case with reasonable prior written notice to such Grantor)Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent within 30 days of written on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this Section 4.05 4.06 shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of 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 Loan Documents, and provided further that the making of any such payments by the Collateral Agent shall not be deemed to constitute a waiver of any Default or Event of Default arising from the Grantor's failure to have made such payments.