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

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 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, Agent, in its sole discretion and without prior notice to any Guarantor, may do any or all of the following: (a) make payment of the same or any part thereof; (b) set up such reserves in 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 each 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 shall constitute Lender Group Expenses, shall immediately become additional Secured Obligations, shall bear interest at the applicable rate described in the Loan Agreement, and shall be secured by the Collateral. Any payments made by Agent shall not constitute an agreement by Agent, or any member of the Lender Group, to make similar payments in the future or a waiver by the Lender 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. Agent shall use its best efforts to provide notice to the applicable Guarantor of any action taken by it under this Section 7.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If any Guarantor 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, AgentSecured Party, in its sole discretion and without prior notice to any GuarantorDebtor, may do any or all of the following: (a) make payment of the same or any part thereof; (b) set up such reserves in the Borrower's Loan Account as Agent Secured Party deems necessary to protect the Lender Group 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 each Guarantorsuch Debtor's ownership and use of the Collateral, and take any action with respect to such policies as Agent Secured Party deems prudent. Any amounts paid or deposited by Agent Secured Party shall constitute Lender Group Expenses, shall immediately become additional Secured Obligations, shall bear interest at the applicable rate described in the Subsidiary Loan AgreementDocument, and shall be secured by the Collateral. Any payments made by Agent Secured Party shall not constitute an agreement by Agent, or any member of the Lender Group, Secured Party to make similar payments in the future or a waiver by the Lender Group, or Agent on behalf thereof, Secured Party of any Event of Default under this Agreement. Agent 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. Agent Secured Party shall use its best efforts to provide notice to the applicable Guarantor each Debtor of any action taken by it under this Section 78.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If any Guarantor 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, AgentSecured Party, in its sole discretion and without prior notice to any GuarantorDebtor, may do any or all of the following: (a) make payment of the same or any part thereof; (b) set up such reserves in the Loan Account as Agent Secured Party deems necessary to protect the Lender Group 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, 4.6 obtain and maintain insurance policies ----------- insuring each GuarantorDebtor's ownership and use of the Collateral, and take any action with respect to such policies as Agent Secured Party deems prudentprudent in its Permitted Discretion. Any amounts paid or deposited by Agent Secured Party shall constitute Lender Group Expenses, shall immediately become additional Secured Obligations, shall bear interest at the applicable rate described in the Loan AgreementDocument, and shall be secured by the Collateral. Any payments made by Agent Secured Party shall not constitute an agreement by Agent, or any member of the Lender Group, Secured Party to make similar payments in the future or a waiver by the Lender Group, or Agent on behalf thereof, Secured Party of any Event of Default under this Agreement. Agent 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. Agent Secured Party shall use its best efforts to provide notice to the applicable Guarantor Debtor of any action taken by it under this Section 7.8. ---------

TAXES AND EXPENSES REGARDING THE COLLATERAL. If any Guarantor 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, Agent, in its sole discretion and without prior notice to any GuarantorPermitted 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 the Loan Account as Agent in its Permitted Discretion deems necessary to protect the Lender Group Agent 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 each Guarantor's ownership and use of the Collateral, and take any action with respect to such policies as Agent deems prudent. Any amounts paid such payments or deposited deposits by Agent shall constitute Lender Group Expenses, shall immediately become additional Secured Obligations, shall bear interest at the applicable rate described in the Loan Credit Agreement, and shall be secured by the Collateral. Any payments made by Agent shall not constitute an agreement by Agent, or any member of the Lender Group, Agent to make similar payments in the future or a waiver by the Lender Group, or Agent on behalf thereofAgent, 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 the applicable Guarantor of any action taken by it under this Section 7.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If any Guarantor 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, Collateral Agent, in its sole discretion and without prior notice to any GuarantorDebtor, 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 assessment or tax is the Loan Account as Agent deems necessary to protect the Lender Group from the exposure created by such failuresubject of a Permitted Protest); or (cb) in the case of the failure to comply with Section 6.8 4.05(b) of the Loan AgreementIndenture, obtain and maintain such insurance policies insuring each Guarantoras 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 Collateral Agent deems prudent. Any amounts paid or deposited by Collateral Agent shall constitute Lender Group Expenses, shall immediately become additional Secured Obligations, shall bear interest at the applicable rate described in the Loan Agreement, and shall be secured by the Collateral. Any payments made by Collateral Agent shall not constitute an agreement by Agent, or any member of the Lender Group, Collateral Agent to make similar payments in the future or a waiver by the Lender Group, or Agent on behalf thereofCollateral 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. Agent shall use its best efforts to provide notice to the applicable Guarantor of any action taken by it under this Section 7.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If any Guarantor 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, Agentto 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 GuarantorBorrower, 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 the Loan Account Borrower's loan account as Agent Foothill deems necessary to protect the Lender Group Foothill 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 each Guarantor's ownership and use of the Collateraltype described in Section 6.12, and take any action with respect to such policies as Agent Foothill deems prudent. Any amounts paid or deposited by Agent Foothill shall constitute Lender Group 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 Loan Agreementhereinabove provided, and shall be secured by the Collateral. Any payments made by Agent Foothill shall not constitute an agreement by Agent, or any member of the Lender Group, Foothill to make similar payments in the future or a waiver by the Lender Group, or Agent on behalf thereof, 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 be conclusive evidence that the same was validly due and owing. Agent shall use its best efforts to provide notice to the applicable Guarantor of any action taken by it under this Section 7.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If any Guarantor 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, AgentSecured Party, in its sole discretion and without prior notice to any GuarantorDebtor, may do any or all of the following: (a) make payment of the same or any part thereof; (b) set up such reserves in the Loan Account as Agent Secured Party deems necessary to protect the Lender Group 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 each GuarantorDebtor's ownership and use of the Collateral, and take any action with respect to such policies as Agent Secured Party deems prudent. Any amounts paid or deposited by Agent Secured Party shall constitute Lender Group Expenses, shall immediately become additional Secured Obligations, shall bear interest at the applicable rate described in the Loan AgreementDocument, and shall be secured by the Collateral. Any payments made by Agent Secured Party shall not constitute an agreement by Agent, or any member of the Lender Group, Secured Party to make similar payments in the future or a waiver by the Lender Group, or Agent on behalf thereof, Secured Party of any Event of Default under this Agreement. Agent 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. Agent Secured Party shall use its best efforts to provide notice to the applicable Guarantor Debtor of any action taken by it under this Section 78.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If any Guarantor 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, AgentLender, in its sole discretion and without prior notice to any GuarantorDebtor, may do any or all of the following: (a) make payment of the same or any part thereof; (b) set up such reserves in 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 each GuarantorDebtor's ownership and use of the Collateral, and take any action with respect to such policies as Agent Lender deems prudent. Any such amounts paid or deposited by Agent Lender shall constitute Lender Group Expenses, shall immediately become additional Secured Obligations, shall bear interest at the applicable rate described in the Loan AgreementDocument, and shall be secured by the Collateral. Any payments made by Agent Lender shall not constitute an agreement by Agent, or any member of the Lender Group, to make similar payments in the future or a waiver by the Lender Group, or Agent on behalf thereof, 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 Lender shall use its best efforts to provide notice to the applicable Guarantor Debtor of any action taken by it under this Section 7.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If any Guarantor 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, the Collateral Agent, in its sole discretion and without prior notice to any Guarantoreach 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 as the Loan Account as Collateral Agent deems necessary to protect the Lender Group Secured Parties 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 each Guarantor's Grantor’s ownership and use of the Collateral, and take any action with respect to such policies as the Collateral Agent deems prudent, in accordance with the terms of the Indenture. Any amounts paid or deposited by the Collateral Agent shall constitute Lender Group ExpensesSecured Parties’ expenses, shall immediately become additional Secured Obligations, shall bear interest at the applicable rate described in of the Loan AgreementSenior Secured Notes, and shall be secured by the Collateral. Any payments made by the Collateral Agent shall not constitute an agreement by Agent, the Collateral Agent or any member of the Lender GroupSecured Parties, to make similar payments in the future or a waiver by the Lender GroupSecured Parties, or the Collateral Agent on behalf thereof, of any Event of Default under this Agreement. 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. The Collateral Agent shall use its best efforts to provide prompt notice to the applicable Guarantor each Grantor of any action taken by it under this Section 76.

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 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, Agentto 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 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 the Loan Account Borrower's loan account as Agent Foothill deems necessary to protect the Lender Group Foothill 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 each Guarantor's ownership and use of the Collateral, and take any action with respect to such policies as Agent 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 Agent Foothill shall constitute Lender Group Foothill Expenses, shall immediately become additional Secured Guarantied Obligations, shall bear interest at the applicable rate described in the Loan AgreementDocument, and shall be secured by the Collateral. Any payments made by Agent Foothill shall not constitute an agreement by Agent, or any member of the Lender Group, Foothill to make similar payments in the future or a waiver by the Lender Group, or Agent on behalf thereof, 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 be conclusive evidence that the same was validly due and owing. Agent Foothill shall use its best efforts to provide notice to the applicable Guarantor of any action taken by it under this Section 78.

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 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, Agentto 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 Guarantordiscretion, 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 the Loan Account Borrower's loan account as Agent Foothill deems necessary to protect the Lender Group Foothill from the exposure created by such failure; or (c) in the case of the failure without prior notice to comply with Section 6.8 of the Loan AgreementGuarantor, obtain and maintain insurance policies insuring each Guarantor's ownership and use of the Collateral, and take any action with respect to such policies as Agent Foothill deems prudent. Any amounts paid or deposited by Agent Foothill shall constitute Lender Group Foothill Expenses, shall immediately become additional Secured Obligations, shall bear interest at the applicable rate described in the Loan Agreement, and shall be secured by the Collateral. Any payments made by Agent Foothill shall not constitute an agreement by Agent, or any member of the Lender Group, Foothill to make similar payments in the future or a waiver by the Lender Group, or Agent on behalf thereof, 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 be conclusive evidence that the same was validly due and owing. Agent Foothill shall use its best efforts to provide notice to the applicable Guarantor of any action taken by it under this Section 78.

TAXES AND EXPENSES REGARDING THE COLLATERAL. If any Guarantor 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, Agentthe Secured Party, in its sole discretion and without prior notice to any Guarantorthe 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 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 each Guarantor's the Company’s ownership and use of the Collateral, and take any action with respect to such policies as Agent the Secured Party deems prudent. Any amounts paid or deposited by Agent the Secured Party shall constitute Lender Group 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 Loan Agreement, and shall be secured by the CollateralNote. Any payments made by Agent the Secured Party shall not constitute an agreement by Agent, or any member of the Lender Group, Secured Party to make similar payments in the future or a waiver by the Lender Group, or Agent on behalf thereof, Secured Party of any Event of Default under this Agreement. Agent 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. Agent shall use its best efforts to provide notice to the applicable Guarantor of any action taken by it under this Section 7.

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 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, Agentto 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 such 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 the Loan Account Borrower's loan account as Agent Foothill deems necessary to protect the Lender Group Foothill 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 each such Guarantor's ownership and use of the Collateral, and take any action with respect to such policies as Agent Foothill deems prudent. Any amounts paid or deposited by Agent Foothill shall constitute Lender Group Foothill Expenses, shall immediately become additional Secured Obligations, shall bear interest at the applicable rate described in the Loan AgreementDocument, and shall be secured by the Collateral. Any payments made by Agent Foothill shall not constitute an agreement by Agent, or any member of the Lender Group, Foothill to make similar payments in the future or a waiver by the Lender Group, or Agent on behalf thereof, 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 be conclusive evidence that the same was validly due and owing. Agent Foothill shall use its best efforts to provide notice to the applicable such Guarantor of any action taken by it under this Section 78.