Common use of TAXES AND EXPENSES REGARDING THE COLLATERAL Clause in Contracts

TAXES AND EXPENSES REGARDING THE COLLATERAL. If a Debtor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts payable under such leases) due to third Persons, or fails to make any deposits or furnish any required proof of payment or deposit, all as required under the terms of this Agreement, then, Secured Party, in its sole discretion and without prior notice to any Debtor, may do any or all of the following: (a) make payment of the same or any part thereof; (b) set up such reserves in Borrower's Loan Account as Secured Party deems necessary to protect Secured Party from the exposure created by such failure; or (c) in the case of the failure to comply with Section obtain and maintain insurance policies insuring such Debtor's ownership and use of the Collateral, and take any action with respect to such policies as Secured Party deems prudent. Any amounts paid or deposited by Secured Party shall constitute Lender Expenses, shall immediately become additional Secured Obligations, shall bear interest at the applicable rate described in the Subsidiary Loan Document, and shall be secured by the Collateral. Any payments made by Secured Party shall not constitute an agreement by Secured Party to make similar payments in the future or a waiver by Secured Party of any Event of Default under this Agreement. Secured Party need not inquire as to, or contest the validity of, any such expense, tax, security interest, encumbrance, or lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing. Secured Party shall use its best efforts to provide notice to each Debtor of any action taken by it under this Section 8.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If a Debtor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts payable under such leases) due to third Persons, or fails to make any deposits or furnish any required proof of payment or deposit, all as required under the terms of this Agreement, then, Secured PartyLender, in its sole discretion and without prior notice to any Debtor, may do any or all of the following: (a) make payment of the same or any part thereof; (b) set up such reserves in Borrower's the Loan Account as Secured Party Lender deems necessary to protect Secured Party Lender from the exposure created by such failure; or (c) in the case of the failure to comply with Section 6.8 of the Loan Agreement, obtain and maintain insurance policies insuring such Debtor's ownership and use of the Collateral, and take any action with respect to such policies as Secured Party Lender deems prudent. Any such amounts paid or deposited by Secured Party Lender shall constitute Lender Expenses, shall immediately become additional Secured Obligations, shall bear interest at the applicable rate described in the Subsidiary Loan Document, and shall be secured by the Collateral. Any payments made by Secured Party Lender shall not constitute an agreement by Secured Party Lender to make similar payments in the future or a waiver by Secured Party Lender of any Event of Default under this Agreement. Secured Party Lender need not inquire as to, or contest the validity of, any such expense, tax, security interest, encumbrance, or lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing. Secured Party Lender shall use its best efforts to provide notice to each Debtor of any action taken by it under this Section 87.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If a the Debtor fails to pay any monies (whether registration fees, deferred purchase obligations, taxes, rents, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts payable under such leasespayments) due to third PersonsPersons with respect to the Collateral by the end of any applicable grace period, or fails to make any deposits or furnish any required proof of payment or deposit, all as required under the terms of this Agreement, then, Secured Partythe Holder, in its sole discretion and without prior notice to any the Debtor, may do any or all of the following: (a) make payment of the same or any part thereof; and (b) set up such reserves in Borrower's Loan Account as Secured Party deems necessary to protect Secured Party from the exposure created by such failure; or (c) in the case of the failure to comply with Section obtain and maintain insurance policies insuring such Debtor's ownership and use of the Collateral, and take any action with respect to such policies the Collateral as Secured Party the Holder deems prudent. Any amounts paid or deposited by Secured Party the Holder shall constitute Lender Expenses, shall immediately become due and owing to the Holder additional Secured Obligations, shall bear interest at the applicable rate described in the Subsidiary Loan DocumentNote, if applicable, and shall be secured by the Collateral. Any payments made by Secured Party the Holder shall not constitute an agreement by Secured Party the Holder to make similar payments in the future or a waiver by Secured Party the Holder of any Event of Default or Automatic Acceleration Event under this Agreement. Secured Party The Holder need not inquire as to, or contest the validity of, any such expense, tax, security interest, encumbrance, or lien Lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing; provided, however, if the Debtor is contesting a tax claim in good faith with appropriate provision therefor on its financing statements, agent shall not cause such claim to be paid or interfere with such contest. Secured Party The Holder shall use its best efforts to provide prompt notice to each the Debtor of any action taken by it under this Section 84.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If a Debtor Borrower fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts payable under such leasesotherwise) due to third Persons, or fails to make any deposits or furnish any required proof of payment or deposit, all as required under the terms of this Agreement, then, Secured Partyto the extent that Foothill determines that such failure by Borrower could have a material adverse effect on Foothill's interests in the Collateral, in its sole discretion and without prior notice to any DebtorBorrower, Foothill may do any or all of the following: (a) make payment of the same or any part thereof; (b) set up such reserves in Borrower's Loan Account loan account as Secured Party Foothill deems necessary to protect Secured Party Foothill from the exposure created by such failure; or (c) in the case of the failure to comply with Section obtain and maintain insurance policies insuring such Debtor's ownership and use of the Collateraltype described in Section 6.12, and take any action with respect to such policies as Secured Party Foothill deems prudent. Any amounts paid or deposited by Secured Party Foothill shall constitute Lender Foothill Expenses, shall be immediately charged to Borrower's loan account and become additional Secured Obligations, shall bear interest at the then applicable rate described in the Subsidiary Loan Documenthereinabove provided, and shall be secured by the Collateral. Any payments made by Secured Party Foothill shall not constitute an agreement by Secured Party Foothill to make similar payments in the future or a waiver by Secured Party Foothill of any Event of Default under this Agreement. Secured Party Foothill need not inquire as to, or contest the validity of, any such expense, tax, security interest, encumbrance, or lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing. Secured Party shall use its best efforts to provide notice to each Debtor of any action taken by it under this Section 8.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If a any Debtor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts payable under such leases) due to third Persons, or fails to make any deposits or furnish any required proof of payment or deposit, all as required under the terms of this Agreement, then, Secured Partythe Trustee, in its sole discretion and without prior notice to any Debtor, may may, but in no event be required to, do any or all of the following: (a) make payment of the same or any part thereof; thereof (b) set up except to the extent that the validity of such reserves in Borrower's Loan Account as Secured Party deems necessary to protect Secured Party from assessment or tax is the exposure created by such failuresubject of a Permitted Protest); or (cb) in the case of the failure to comply with Section 4.05(b) of the Indenture, obtain and maintain insurance policies insuring such the applicable Debtor's ownership and use of the Collateral, and take any action with respect to such policies as Secured Party the Trustee deems prudent. Any amounts paid or deposited by Secured Party shall constitute Lender Expenses, the Trustee shall immediately become additional Secured Obligations, shall bear interest at the applicable rate described in the Subsidiary Loan Document, and shall be secured by the Collateral. Any payments made by Secured Party the Trustee shall not constitute an agreement by Secured Party the Trustee to make similar payments in the future or a waiver by Secured Party the Trustee, of any Event of Default under this Agreement. Secured Party The Trustee need not inquire as to, or contest the validity of, any such expense, tax, security interest, encumbrance, or lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing. Secured Party shall use its best efforts to provide notice to each Debtor of any action taken by it under this Section 8.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If a any Debtor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts payable under such leases) due to third Persons, or fails to make any deposits or furnish any required proof of payment or deposit, all as required under the terms of this Agreement, then, Secured Party, in its sole discretion and without prior notice to any Debtor, may do any or all of the following: (a) make payment of the same or any part thereof; (b) set up such reserves in Borrower's the Loan Account as Secured Party deems necessary to protect Secured Party from the exposure created by such failure; or (c) in the case of the failure to comply with Section 4.6 obtain and maintain insurance policies ----------- insuring such each Debtor's ownership and use of the Collateral, and take any action with respect to such policies as Secured Party deems prudentprudent in its Permitted Discretion. Any amounts paid or deposited by Secured Party shall constitute Lender Expenses, shall immediately become additional Secured Obligations, shall bear interest at the applicable rate described in the Subsidiary Loan Document, and shall be secured by the Collateral. Any payments made by Secured Party shall not constitute an agreement by Secured Party to make similar payments in the future or a waiver by Secured Party of any Event of Default under this Agreement. Secured Party need not inquire as to, or contest the validity of, any such expense, tax, security interest, encumbrance, or lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing. Secured Party shall use its best efforts to provide notice to each the applicable Debtor of any action taken by it under this Section 8.. ---------

TAXES AND EXPENSES REGARDING THE COLLATERAL. If a Debtor any Guarantor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts payable under such leasesotherwise) due to third Personspersons or entities, or fails to make any deposits or furnish any required proof of payment or deposit, all as required under the terms of this Agreement, then, Secured Partyto the extent that Foothill determines that such failure, by such Guarantor could have a material adverse effect on Foothill's interests in the Collateral, in its sole discretion and without prior notice to any Debtorsuch Guarantor, Foothill may do any or all of the following: (a) make payment of the same or any part thereof; (b) set up such reserves in Borrower's Loan Account loan account as Secured Party Foothill deems necessary to protect Secured Party Foothill from the exposure created by such failure; or (c) in the case of the failure to comply with Section obtain and maintain insurance policies insuring such DebtorGuarantor's ownership and use of the Collateral, and take any action with respect to such policies as Secured Party Foothill deems prudent. Any amounts paid or deposited by Secured Party Foothill shall constitute Lender Foothill Expenses, shall immediately become additional Secured Obligations, shall bear interest at the applicable rate described in the Subsidiary Loan Document, and shall be secured by the Collateral. Any payments made by Secured Party Foothill shall not constitute an agreement by Secured Party Foothill to make similar payments in the future or a waiver by Secured Party Foothill of any Event of Default under this Agreement. Secured Party Foothill need not inquire as to, or contest the validity of, any such expense, tax, security interest, encumbrance, or lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing. Secured Party Foothill shall use its best efforts to provide notice to each Debtor such Guarantor of any action taken by it under this Section 8.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If a any Debtor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts payable under such leases) due to third Persons, or fails to make any deposits or furnish any required proof of payment or deposit, all as required under the terms of this Agreement, then, Secured PartyLender, in its sole discretion and without prior notice to any Debtor, may do any or all of the following: (a) make payment of the same or any part thereofthereof (except to the extent that the validity of such assessment or tax is the subject of a Permitted Protest); (b) set up such reserves in Borrower's the Loan Account as Secured Party Lender deems necessary to protect Secured Party Lender from the exposure created by such failure; or (c) in the case of the failure to comply with Section SECTION 6.8 of the Loan Agreement, obtain and maintain insurance policies insuring such the applicable Debtor's ownership and use of the Collateral, and take any action with respect to such policies as Secured Party Lender deems prudent. Any amounts paid or deposited by Secured Party Lender shall constitute Lender Expenses, shall immediately become additional Secured Obligations, shall bear interest at the applicable rate described in the Subsidiary Loan DocumentAgreement, and shall be secured by the Collateral. Any payments made by Secured Party Lender shall not constitute an agreement by Secured Party Lender to make similar payments in the future or a waiver by Secured Party the Lender, of any Event of Default under this Agreement. Secured Party Lender need not inquire as to, or contest the validity of, any such expense, tax, security interest, encumbrance, or lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing. Secured Party shall use its best efforts to provide notice to each Debtor of any action taken by it under this Section 8.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If a Debtor the Company fails to pay any monies (whether taxes, rents, assessments, renewal fees for domains, insurance premiums, or, in the case of leased properties or assets, rents or other amounts payable under such leases) due to third Personspersons, or fails to make any deposits or furnish any required proof of payment or deposit, all as required under the terms of this Agreement, then, the Secured Party, in its sole discretion and without prior notice to any Debtorthe Company, may do any or all of the following: (a) make payment of the same or any part thereof; (b) set up such reserves in Borrower's Loan Account as Secured Party deems necessary to protect Secured Party from the exposure created by such failure; or (c) in the case of the failure to comply with Section obtain and maintain insurance policies insuring such Debtor's the Company’s ownership and use of the Collateral, and take any action with respect to such policies as the Secured Party deems prudent. Any amounts paid or deposited by the Secured Party shall constitute Lender Expenses, be payable upon demand for the same and until paid in full in cash shall immediately become additional be added to the principal amount of the Secured Obligations, Obligations and shall bear interest (calculated on the basis of a 365-day year) from the date incurred until paid in full in cash at the highest rate applicable rate described in under the Subsidiary Loan Document, and shall be secured by the CollateralNote. Any payments made by the Secured Party shall not constitute an agreement by the Secured Party to make similar payments in the future or a waiver by the Secured Party of any Event of Default under this Agreement. The Secured Party need not inquire as to, or contest the validity of, any such expense, tax, security interest, encumbrance, or lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing. Secured Party shall use its best efforts to provide notice to each Debtor of any action taken by it under this Section 8.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If a the Debtor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts payable under such leases) due to third PersonsPersons by the end of any applicable grace period, or fails to make any deposits or furnish any required proof of payment or deposit, all as required under the terms of this Agreement, then, Secured PartyAgent, in its sole discretion and without prior notice to any the Debtor, may do any or all of the following: (a) make payment of the same or any part thereof; (b) set up such reserves in Borrower's the Loan Account as Secured Party Agent deems necessary to protect Secured Party the Lender Group from the exposure created by such failure; or (c) in the case of the failure to comply with Section 6.8 of the Loan Agreement, obtain and maintain insurance policies insuring such the Debtor's ’s ownership and use of the Collateral, and take any action with respect to such policies as Secured Party Agent deems prudent. Any amounts paid or deposited by Secured Party Agent shall constitute Lender Group Expenses, shall immediately become additional Secured Obligations, shall bear interest at the applicable rate described in the Subsidiary Loan DocumentAgreement, and shall be secured by the Collateral. Any payments made by Secured Party Agent shall not constitute an agreement by Secured Party Agent, or any member of the Lender Group, to make similar payments in the future or a waiver by Secured Party the Lender Group, or Agent on behalf thereof, of any Event of Default under this Agreement. Secured Party Agent need not inquire as to, or contest the validity of, any such expense, tax, security interest, encumbrance, or lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing; provided, however, if the Debtor is contesting a tax claim in good faith with appropriate provision therefor on its financing statements, agent shall not cause such claim to be paid or interfere with such contest. Secured Party Agent shall use its best efforts to provide prompt notice to each the Debtor of any action taken by it under this Section 87.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If a Debtor Borrower fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts payable under such leases) due to third Persons, or fails to make any deposits or furnish any required proof of payment or depositdeposit (in each case, all as to the extent (I) required under the terms of this AgreementAgreement and the other Loan Documents, and (II) so long as no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom, such claims of such third parties are not subject to a Permitted Protest) then, Secured PartyAgent, in its sole discretion and without prior notice to any DebtorPermitted Discretion, may request Borrower to pay any of such monies, make such deposits or furnish such required proof, and if Borrower shall fail to take such actions (other than pursuant to a Permitted Protest), Agent may, in its Permitted Discretion, do any or all of the following: (a) make payment of the same or any part thereof; thereof or (b) set up such reserves in Borrower's the Loan Account as Secured Party Agent in its Permitted Discretion deems necessary to protect Secured Party Agent from the exposure created by such failure; or (c) in the case of the failure to comply with Section obtain and maintain insurance policies insuring such Debtor's ownership and use of the Collateral, and take any action with respect to such policies as Secured Party deems prudent. Any amounts paid such payments or deposited deposits by Secured Party shall constitute Lender Expenses, Agent shall immediately become additional Secured Obligations, shall bear interest at the applicable rate described in the Subsidiary Loan DocumentCredit Agreement, and shall be secured by the Collateral. Any payments made by Secured Party Agent shall not constitute an agreement by Secured Party Agent to make similar payments in the future or a waiver by Secured Party the Agent, of any Event of Default under this Agreement. Secured Party Agent need not inquire as to, or contest the validity of, any such expense, tax, security interest, encumbrance, or lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing. Secured Party shall use its best efforts to provide notice to each Debtor of any action taken by it under this Section 8.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If a any Debtor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts payable under such leases) due to third Persons, or fails to make any deposits or furnish any required proof of payment or deposit, all as required under the terms of this Agreement, then, Secured Party, in its sole discretion and without prior notice to any Debtor, may do any or all of the following: (a) make payment of the same or any part thereof; (b) set up such reserves in Borrower's the Loan Account as Secured Party deems necessary to protect Secured Party from the exposure created by such failure; or (c) in the case of the failure to comply with Section 6.8 of the Loan Agreement, obtain and maintain insurance policies insuring such each Debtor's ownership and use of the Collateral, and take any action with respect to such policies as Secured Party deems prudent. Any amounts paid or deposited by Secured Party shall constitute Lender Expenses, shall immediately become additional Secured Obligations, shall bear interest at the applicable rate described in the Subsidiary Loan Document, and shall be secured by the Collateral. Any payments made by Secured Party shall not constitute an agreement by Secured Party to make similar payments in the future or a waiver by Secured Party of any Event of Default under this Agreement. Secured Party need not inquire as to, or contest the validity of, any such expense, tax, security interest, encumbrance, or lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing. Secured Party shall use its best efforts to provide notice to each the applicable Debtor of any action taken by it under this Section 8.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If a Debtor Guarantor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts payable under such leasesotherwise) due to third Personspersons or entities, or fails to make any deposits or furnish any required proof of payment or deposit, all in each case, as required under the terms of this AgreementAgreement (including giving effect to any right to a Permitted Protest), then, Secured Partyto the extent that Foothill determines that such failure, by Guarantor reasonably could be expected have a material adverse effect on Foothill's interests in the Collateral, in its sole discretion and without prior notice to any Debtordiscretion, Foothill may do any or all of the following: (a) upon not less than 2 Business Days prior written notice to Guarantor (unless exigent circumstances exist, in which case, such prior written notice may be dispensed with), make payment of the same or any part thereof; (b) without prior notice to Guarantor, set up such reserves in Borrower's Loan Account loan account as Secured Party Foothill deems necessary to protect Secured Party Foothill from the exposure created by such failure; or (c) in the case of the failure without prior notice to comply with Section Guarantor, obtain and maintain insurance policies insuring such DebtorGuarantor's ownership and use of the Collateral, and take any action with respect to such policies as Secured Party Foothill deems prudent. Any amounts paid or deposited by Secured Party Foothill shall constitute Lender Foothill Expenses, shall immediately become additional Secured Obligations, shall bear interest at the applicable rate described in the Subsidiary Loan DocumentAgreement, and shall be secured by the Collateral. Any payments made by Secured Party Foothill shall not constitute an agreement by Secured Party Foothill to make similar payments in the future or a waiver by Secured Party Foothill of any Event of Default under this Agreement. Secured Party Foothill need not inquire as to, or contest the validity of, any such expense, tax, security interest, encumbrance, or lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing. Secured Party Foothill shall use its best efforts to provide notice to each Debtor Guarantor of any action taken by it under this Section 8.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If a Debtor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts payable under such leases) due to third Persons, or fails to make any deposits or furnish any required proof of payment or deposit, all as required under the terms of this Agreement, then, Secured PartyCollateral Agent, in its sole discretion and without prior notice to any Debtor, may (but shall not be obligated to) do any or all of the following: (a) make payment of the same or any part thereof; thereof (b) set up except to the extent that the validity of such reserves in Borrower's Loan Account as Secured Party deems necessary to protect Secured Party from assessment or tax is the exposure created by such failuresubject of a Permitted Protest); or (cb) in the case of the failure to comply with Section 4.05(b) of the Indenture, obtain and maintain such insurance policies insuring as may be required under such Section to insure Debtor's ownership and use of the Collateral, and take any action with respect to such policies as Secured Party Collateral Agent deems prudent. Any amounts paid or deposited by Secured Party shall constitute Lender Expenses, Collateral Agent shall immediately become additional Secured Obligations, shall bear interest at the applicable rate described in the Subsidiary Loan Document, and shall be secured by the Collateral. Any payments made by Secured Party Collateral Agent shall not constitute an agreement by Secured Party Collateral Agent to make similar payments in the future or a waiver by Secured Party Collateral Agent, of any Event of Default under this Agreement. Secured Party Collateral Agent need not inquire as to, or contest the validity of, any such expense, tax, security interest, encumbrance, or lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing. Secured Party shall use its best efforts to provide notice to each Debtor of any action taken by it under this Section 8.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If a Debtor each Grantor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts payable under such leases) due to third PersonsPersons by the end of any applicable grace period, or fails to make any deposits or furnish any required proof of payment or deposit, all as required under the terms of this Agreement, then, Secured Partythe Collateral Agent, in its sole discretion and without prior notice to any Debtoreach Grantor, may do any or all of the following: (a) make payment of the same or any part thereof; (b) set up such reserves in Borrower's Loan Account as Secured Party the Collateral Agent deems necessary to protect the Secured Party Parties from the exposure created by such failure; or (c) in the case of the failure to comply with Section obtain and maintain insurance policies insuring such Debtor's each Grantor’s ownership and use of the Collateral, and take any action with respect to such policies as Secured Party the Collateral Agent deems prudent, in accordance with the terms of the Indenture. Any amounts paid or deposited by Secured Party the Collateral Agent shall constitute Lender ExpensesSecured Parties’ expenses, shall immediately become additional Secured Obligations, shall bear interest at the applicable rate described in of the Subsidiary Loan DocumentSenior Secured Notes, and shall be secured by the Collateral. Any payments made by Secured Party the Collateral Agent shall not constitute an agreement by the Collateral Agent or the Secured Party Parties, to make similar payments in the future or a waiver by the Secured Party Parties, or the Collateral Agent on behalf thereof, of any Event of Default under this Agreement. Secured Party The Collateral Agent need not inquire as to, or contest the validity of, any such expense, tax, security interest, encumbrance, or lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing; provided, however, if each Grantor is contesting a tax claim in good faith with appropriate provision therefor on its financing statements, the Collateral Agent shall not cause such claim to be paid or interfere with such contest. Secured Party The Collateral Agent shall use its best efforts to provide prompt notice to each Debtor Grantor of any action taken by it under this Section 86.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If a Debtor Guarantor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts payable under such leasesotherwise) due to third Personspersons or entities, or fails to make any deposits or furnish any required proof of payment or deposit, all as required under the terms of this Agreement, then, Secured Partyto the extent that Foothill reasonably determines that such failure, by Guarantor could have a material adverse effect on Foothill's interests in the Collateral, in its sole discretion and without prior notice to any DebtorGuarantor, Foothill may do any or all of the following: (a) make payment of the same or any part thereof; (b) set up such reserves in Borrower's Loan Account loan account as Secured Party Foothill deems necessary to protect Secured Party Foothill from the exposure created by such failure; or (c) in the case of the failure to comply with Section obtain and maintain insurance policies insuring such DebtorGuarantor's ownership and use of the Collateral, and take any action with respect to such policies as Secured Party Foothill deems prudent. The preceding sentence notwithstanding, Foothill agrees to use reasonable efforts to give Guarantor prior notice of the taking by Foothill of any action described in items (a), (b), or (c) of the preceding sentence; provided, however, that Guarantor's failure to receive such prior notice despite the exercise by Foothill of such reasonable efforts shall not restrict the ability of Foothill to take such action, shall not affect the validity of such action taken, and shall not result in any liability by Foothill to Guarantor for any such failure. Any amounts paid or deposited by Secured Party Foothill shall constitute Lender Foothill Expenses, shall immediately become additional Secured Guarantied Obligations, shall bear interest at the applicable rate described in the Subsidiary Loan Document, and shall be secured by the Collateral. Any payments made by Secured Party Foothill shall not constitute an agreement by Secured Party Foothill to make similar payments in the future or a waiver by Secured Party Foothill of any Event of Default under this Agreement. Secured Party Foothill need not inquire as to, or contest the validity of, any such expense, tax, security interest, encumbrance, or lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing. Secured Party Foothill shall use its best efforts to provide notice to each Debtor Guarantor of any action taken by it under this Section 8.