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

TAXES AND EXPENSES REGARDING THE COLLATERAL. If Guarantor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or otherwise) due to third persons 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, to the extent that Agent determines that such failure, by Guarantor could have a material adverse effect on the interests of Agent for the benefit of the Lender Group in the Collateral, in its discretion and without prior notice to Guarantor, Agent on behalf of the Lender Group 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 Agent deems necessary to protect the Lender Group from the exposure created by such failure; or (c) obtain and maintain insurance policies insuring Guarantor's ownership and use of the Collateral, and take any action with respect to such policies as Agent deems prudent. Any amounts paid or deposited by Agent on behalf of the Lender Group shall constitute Lender Group Expenses, shall immediately become additional Guarantied Obligations, shall bear interest at the applicable rate described in the Loan Document, and shall be secured by the Collateral. Any payments made by Agent on behalf of the Lender Group shall not constitute an agreement by the Lender Group to make similar payments in the future or a waiver by the Lender Group of any Event of Default under this Agreement. 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. Agent shall use its best efforts to provide notice to Guarantor of any action taken by it under this Section 8. ---------

TAXES AND EXPENSES REGARDING THE COLLATERAL. If Guarantor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or otherwise) due to third persons 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, to the extent that Agent determines that such failure, by Guarantor could have a material adverse effect on the interests of Agent for the benefit of the Lender Group in the Collateral, in its discretion and without prior notice to Guarantor, Agent on behalf of the Lender Group 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 Agent deems necessary to protect the Lender Group from the exposure created by such failure; or (c) obtain and maintain insurance policies insuring Guarantor's ownership and use of the Collateral, and take any action with respect to such policies as Agent deems prudent. Any amounts paid or deposited by Agent on behalf of the Lender Group shall constitute :Lender Group Expenses, shall immediately become additional Guarantied Obligations, shall bear interest at the applicable rate described in the Loan Document, and shall be secured by the Collateral. Any payments made by Agent on behalf of the Lender Group shall not constitute an agreement by the Lender Group to make similar payments in the future or a waiver by the Lender Group of any Event of Default under this Agreement. 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. Agent shall use its best efforts to provide notice to Guarantor of any action taken by it under this Section SECTION 8. ---------.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If any Guarantor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or, in the case of licensed or otherwiseleased properties or assets, royalties, rents, or other amounts payable under such licenses or leases) due to third persons or entitiesPersons, 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, to the extent that Agent Foothill determines that such failure, failure by any such Guarantor could have result in a material Material adverse effect on the Foothill's interests of Agent for the benefit of the Lender Group in the Collateralcollateral, in its discretion and discretion, without prior notice to any Guarantor, Agent on behalf of the Lender Group 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 Agent Foothill deems necessary to protect the Lender Group Foothill from the exposure created by such failure; or (c) obtain and maintain insurance policies insuring Guarantor's ownership and use of the Collateral, Collateral and take any action with respect to such policies as Agent Foothill deems prudent. Any such amounts paid or deposited by Agent on behalf of the Lender Group Foothill shall constitute Lender Group Foothill Expenses, shall immediately become additional Guarantied Obligations, shall bear interest at the applicable rate described in the Loan Document, and shall be secured by the Collateral. Any such payments made by Agent on behalf of the Lender Group Foothill shall not constitute an agreement by the Lender Group Foothill to make similar payments in the future or a waiver by the Lender Group Foothill of any Event of Default under this Agreement. Agent Foothill 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. Agent shall use its best efforts to provide notice to Guarantor of any action taken by it under this Section 8. ---------.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If Guarantor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or otherwise) due to third persons 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, to the extent that Agent Foothill determines that such failure, by Guarantor reasonably could be expected to have a material adverse effect on the Foothill's interests of Agent for the benefit of the Lender Group in the Collateral, in its discretion and without prior notice to Guarantor, Agent on behalf of the Lender Group 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 as Agent Foothill reasonably deems necessary to protect the Lender Group Foothill from the exposure created by such failure; or (c) obtain and maintain insurance policies of the type described in Section 4.6 hereof insuring Guarantor's ownership and use of the Collateral, and ----------- take any action with respect to such policies as Agent Foothill reasonably deems prudent. Any amounts paid or deposited by Agent on behalf of the Lender Group Foothill shall constitute Lender Group Foothill Expenses, shall immediately become additional Guarantied Secured Obligations, shall bear interest at the applicable rate described in the Loan Document, and shall be secured by the Collateral. Any payments made by Agent on behalf of the Lender Group Foothill shall not constitute an agreement by the Lender Group Foothill to make similar payments in the future or a waiver by the Lender Group Foothill of any Event of Default under this Agreement. Agent 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 for the purposes of this Agreement be conclusive evidence that the same was validly due and owing. Agent Foothill shall use its best efforts to provide notice to Guarantor of any action taken by it under this Section 8. ---------.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If Guarantor any Debtor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or otherwise) due to third persons 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, to the extent that Collateral Agent determines that such failure, failure by Guarantor such Debtor could have a material adverse effect on the interests of Agent for the benefit of the Lender Group Group’s security interest in the Collateral, in its Collateral Agent’s discretion and without prior notice to GuarantorDebtors, Collateral Agent on behalf of the Lender Group may do any or all of the following: (a) make payment of the same or any part thereof; (b) set up up, or cause Administrative Agent to set up, such reserves in Borrower's loan account the Loan Account as Collateral Agent deems necessary to protect the Lender Group from the exposure created by such failure; or (c) obtain and maintain insurance policies insuring Guarantor's such Debtor’s ownership and use of the Collateral, and take any action with respect to such policies as Collateral Agent deems prudent. Any amounts paid or deposited by Collateral Agent on behalf of the Lender Group shall constitute Lender Group Expenses, shall immediately become additional Guarantied Secured Obligations, shall bear interest at the applicable rate described in the Loan DocumentFinancing Agreement, and shall be secured by the Collateral. Any payments made by Collateral Agent on behalf of the Lender Group shall not constitute an agreement by the Lender Group Collateral Agent to make similar payments in the future or a waiver by the Lender Group Collateral Agent of any Event of Default under this Agreement. 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. Collateral Agent shall use its best reasonable efforts to provide notice to Guarantor Debtors of any action taken by it under this Section 8. ---------.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If Guarantor Debtor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or otherwise) due to third persons 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, to the extent that Agent determines that such failure, by Guarantor could have a material adverse effect on the interests of Agent for the benefit of the Lender Group then in the Collateral, in its Collateral Agent’s discretion and without prior notice to GuarantorDebtor, Collateral Agent on behalf of the Lender Group may do any or all of the following: (a) make payment of the same or any part thereof; (b) set up up, or cause Administrative Agent to set up, such reserves in Borrower's loan account the Loan Account as Collateral Agent deems necessary to protect the Lender Group from the exposure created by such failure; or (c) obtain and maintain insurance policies insuring Guarantor's Debtor’s ownership and use of the Collateral, and take any action with respect to such policies as Collateral Agent deems prudent. Any amounts paid or deposited by Collateral Agent on behalf of the Lender Group shall constitute Lender Group Expenses, shall immediately become additional Guarantied Secured Obligations, shall bear interest at the applicable rate described in the Loan DocumentFinancing Agreement, and shall be secured by the Collateral. Any payments made by Collateral Agent on behalf of the Lender Group shall not constitute an agreement by the Lender Group Collateral Agent to make similar payments in the future or a waiver by the Lender Group Collateral Agent of any Event of Default under this Agreement. 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. Collateral Agent shall use its best reasonable efforts to provide notice to Guarantor Debtor of any action taken by it under this Section 8. ---------.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If Guarantor the Debtor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or, in the case of leased properties or otherwiseassets, rents or other amounts payable under such leases) due to third persons or entitiesPersons 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, to the extent that Agent determines that such failure, by Guarantor could have a material adverse effect on the interests of Agent for the benefit of the Lender Group in the CollateralAgent, in its sole discretion and without prior notice to Guarantorthe Debtor, Agent on behalf of the Lender Group 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 the Loan Account as Agent deems necessary to protect 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 Guarantor's the Debtor’s ownership and use of the Collateral, and take any action with respect to such policies as Agent deems prudent. Any amounts paid or deposited by Agent on behalf of the Lender Group shall constitute Lender Group Expenses, shall immediately become additional Guarantied Secured Obligations, shall bear interest at the applicable rate described in the Loan DocumentAgreement, and shall be secured by the Collateral. Any payments made by Agent on behalf of the Lender Group shall not constitute an agreement by Agent, or any member of the Lender Group Group, to make similar payments in the future or a waiver by the Lender Group Group, or Agent on behalf thereof, of any Event of Default under this Agreement. 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. Agent shall use its best efforts to provide prompt notice to Guarantor the Debtor of any action taken by it under this Section 8. ---------7.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If Guarantor Borrower fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or otherwise) due to third persons 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, thenthen SMB may, to the extent that Agent it determines in its sole discretion that such failure, failure by Guarantor Borrower could have a material adverse effect change on the SMB's interests of Agent for the benefit of the Lender Group in the Collateral, in its discretion and without with prior notice to GuarantorBorrower (unless SMB has determined, Agent in its sole and good faith determination that the delay caused by giving notice to Borrower could have a materially adverse effect on behalf the rights of the Lender Group may do any or all of the following: SMB, in which case, no notice to Borrower shall be required), (ai) make payment of the same or any part thereof; (bii) set up such reserves in Borrower's loan account as Agent SMB deems necessary to protect the Lender Group SMB from the exposure created by such failure; or (ciii) obtain and maintain insurance policies insuring Guarantor's ownership and use of the Collateral, and take any action with respect to such policies as Agent deems prudentboth. Any amounts paid or deposited by Agent on behalf of the Lender Group SMB shall constitute Lender Group SMB Expenses, shall be immediately charged to Borrower's loan account and become additional Guarantied ObligationsObligations owing to SMB, shall bear interest at the applicable rate described set forth in the Loan DocumentSection 2.4, and shall be secured by the Collateral. Any payments made by Agent on behalf of the Lender Group SMB shall not constitute constitute: (i) an agreement by the Lender Group SMB to make similar payments in the future future, or (ii) a waiver by the Lender Group SMB of any Event of Default under this Agreement. Agent SMB need not inquire as to, or contest the validity of, any such expense, tax, security interest, encumbranceencumbrance or lien, 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. Agent shall use its best efforts to provide notice to Guarantor of any action taken by it under this Section 8. ---------.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If Guarantor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or otherwise) due to third persons 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, to the extent that Agent Foothill determines that such failure, by Guarantor reasonably could be expected to have a material adverse effect on the Foothill's interests of Agent for the benefit of the Lender Group in the Collateral, in its discretion and without prior notice to Guarantor, Agent on behalf of the Lender Group 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 as Agent Foothill reasonably deems necessary to protect the Lender Group Foothill from the exposure created by such failure; or (c) obtain and maintain insurance policies of the type described in Section 4.6 hereof insuring ----------- Guarantor's ownership and use of the Collateral, and take any action with respect to such policies as Agent Foothill reasonably deems prudent. Any amounts paid or deposited by Agent on behalf of the Lender Group Foothill shall constitute Lender Group Foothill Expenses, shall immediately become additional Guarantied Secured Obligations, shall bear interest at the applicable rate described in the Loan Document, and shall be secured by the Collateral. Any payments made by Agent on behalf of the Lender Group Foothill shall not constitute an agreement by the Lender Group Foothill to make similar payments in the future or a waiver by the Lender Group Foothill of any Event of Default under this Agreement. Agent 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 for the purposes of this Agreement be conclusive evidence that the same was validly due and owing. Agent Foothill shall use its best efforts to provide notice to Guarantor of any action taken by it under this Section 8. ---------.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If Guarantor the Debtor fails to pay any monies (whether registration fees, deferred purchase obligations, taxes, rents, assessments, insurance premiums, or otherwiseother payments) due to third persons or entitiesPersons 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, to the extent that Agent determines that such failure, by Guarantor could have a material adverse effect on the interests of Agent for the benefit of the Lender Group in the CollateralHolder, in its sole discretion and without prior notice to Guarantorthe Debtor, Agent on behalf of the Lender Group 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 Agent deems necessary to protect the Lender Group from the exposure created by such failure; or (c) obtain and maintain insurance policies insuring Guarantor's ownership and use of the Collateral, and take any action with respect to such policies the Collateral as Agent the Holder deems prudent. Any amounts paid or deposited by Agent on behalf of the Lender Group Holder shall constitute Lender Group Expenses, shall immediately become due and owing to the Holder additional Guarantied Secured Obligations, shall bear interest at the applicable rate described in the Loan DocumentNote, if applicable, and shall be secured by the Collateral. Any payments made by Agent on behalf of the Lender Group Holder shall not constitute an agreement by the Lender Group Holder to make similar payments in the future or a waiver by the Lender Group Holder of any Event of Default or Automatic Acceleration Event under this Agreement. Agent 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. Agent The Holder shall use its best efforts to provide prompt notice to Guarantor the Debtor of any action taken by it under this Section 8. ---------4.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If Guarantor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or otherwise) due to third persons 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, to the extent that Agent Foothill determines that such failure, by Guarantor reasonably could be expected to have a material adverse effect on the Foothill's interests of Agent for the benefit of the Lender Group in the Collateral, in its discretion and without prior notice to Guarantor, Agent on behalf of the Lender Group 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 as Agent Foothill reasonably deems necessary to protect the Lender Group Foothill from the exposure created by such failure; or (c) obtain and maintain insurance policies of the type described in Section 4.6 hereof insuring Guarantor's ownership and use of the Collateral, and take any action with respect to such policies as Agent Foothill reasonably deems prudent. Any amounts paid or deposited by Agent on behalf of the Lender Group Foothill shall constitute Lender Group Foothill Expenses, shall immediately become additional Guarantied Secured Obligations, shall bear interest at the applicable rate described in the Loan Document, and shall be secured by the Collateral. Any payments made by Agent on behalf of the Lender Group Foothill shall not constitute an agreement by the Lender Group Foothill to make similar payments in the future or a waiver by the Lender Group Foothill of any Event of Default under this Agreement. Agent 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 for the purposes of this Agreement be conclusive evidence that the same was validly due and owing. Agent Foothill shall use its best efforts to provide notice to Guarantor of any action taken by it under this Section 8. ---------.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If Guarantor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or otherwise) due to third persons 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, to the extent that Agent Foothill determines that such failure, by Guarantor reasonably could be expected to have a material adverse effect on the Foothill's interests of Agent for the benefit of the Lender Group in the Collateral, in its discretion and without prior notice to Guarantor, Agent on behalf of the Lender Group 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 as Agent Foothill reasonably deems necessary to protect the Lender Group Foothill from the exposure created by such failure; or (c) obtain and maintain insurance policies of the type described in Sections 4.6 hereof insuring Guarantor's ownership and use of the Collateral, and take any action with respect to such policies as Agent Foothill reasonably deems prudent. Any amounts paid or deposited by Agent on behalf of the Lender Group Foothill shall constitute Lender Group Foothill Expenses, shall immediately become additional Guarantied Secured Obligations, shall bear interest at the applicable rate described in the Loan Document, and shall be secured by the Collateral. Any payments made by Agent on behalf of the Lender Group Foothill shall not constitute an agreement by the Lender Group Foothill to make similar payments in the future or a waiver by the Lender Group Foothill of any Event of Default under this Agreement. Agent 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 for the purposes of this Agreement be conclusive evidence that the same was validly due and owing. Agent Foothill shall use its best efforts to provide notice to Guarantor of any action taken by it under this Section 8. ---------.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If Guarantor any Debtor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or otherwise) due to third persons 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, to the extent that Collateral Agent determines that such failure, failure by Guarantor such Debtor could have a material adverse effect Material Adverse Effect on the Lender Group's interests of Agent for the benefit of the Lender Group in the Collateral, in its Collateral Agent's discretion and without prior notice to GuarantorDebtors, Collateral Agent on behalf of the Lender Group may do any or all of the following: (a) make payment of the same or any part thereof; (b) set up up, or cause Administrative Agent to set up, such reserves in Borrower's Debtors' loan account as Collateral Agent deems necessary to protect the Lender Group from the exposure created by such failure; or (c) obtain and maintain insurance policies insuring Guarantor's Debtors' ownership and use of the Collateral, and take any action with respect to such policies as Collateral Agent deems prudent. Any amounts paid or deposited by Collateral Agent on behalf of the Lender Group shall constitute Lender Group Expenses, shall immediately become additional Guarantied Secured Obligations, shall bear interest at the applicable rate described in the Loan DocumentCredit Agreement, and shall be secured by the Collateral. Any payments made by Collateral Agent on behalf of the Lender Group shall not constitute an agreement by the Lender Group Collateral Agent to make similar payments in the future or a waiver by the Lender Group Collateral Agent of any Event of Default under this Agreement. 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. Collateral Agent shall use its best reasonable efforts to provide notice to Guarantor Debtors of any action taken by it under this Section 8. ---------.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If Guarantor any Debtor fails to pay any monies (whether taxes, rents, assessments, insurance premiums, or, in the case of leased properties or otherwiseassets, rents or other amounts payable under such leases) due to third persons or entitiesPersons, 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, to the extent that Agent determines that such failure, by Guarantor could have a material adverse effect on the interests of Agent for the benefit of the Lender Group in the CollateralLender, in its sole discretion and without prior notice to Guarantorany Debtor, Agent on behalf of the Lender Group 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 loan account the Loan Account as Agent Lender deems necessary to protect 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 Guarantorthe applicable Debtor's ownership and use of the Collateral, and take any action with respect to such policies as Agent Lender deems prudent. Any amounts paid or deposited by Agent on behalf of the Lender Group shall constitute Lender Group Expenses, shall immediately become additional Guarantied Secured Obligations, shall bear interest at the applicable rate described in the Loan DocumentAgreement, and shall be secured by the Collateral. Any payments made by Agent on behalf of the Lender Group shall not constitute an agreement by the Lender Group to make similar payments in the future or a waiver by the Lender Group Lender, of any Event of Default under this Agreement. Agent 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. Agent shall use its best efforts to provide notice to Guarantor of any action taken by it under this Section 8. ---------.