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Common use of PROTECTION OF LENDER'S SECURITY Clause in Contracts

PROTECTION OF LENDER'S SECURITY. If Borrower is in Default or if any action or proceeding is commenced which materially adversely affects the Property or title thereto or the interest of Lender therein, including, but not limited to, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankrupt or decedent, then Lender at Lender's option may make such appearances, disburse such sums and take such action as Lender deems necessary, in its sole discretion, to protect Lender's interest, including, but not limited to, (i) disbursement of attorneys' fees, (ii) entry upon the Property to make repairs, (iii) procurement of satisfactory insurance as provided in paragraph 6 hereof, (iv) if the Instrument encumbers a leasehold interest, exercise of any option to renew or extend the Lease on behalf of Borrower and the curing of any default of Borrower in the terms and conditions of the Lease, (v) the payment of any taxes and/or assessments levied against the Property and then due and payable, and (vi) discharge (by payment, bonding or otherwise) of any lien (including any Lien) on the Property which is not a Permitted Encumbrance. In addition, if any action or proceeding is commenced which materially adversely affects the Property or title thereto or the interest of Lender therein, including, but not limited to, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankruptcy and if Borrower is not diligently pursuing available legal rights or remedies with respect to such actions or proceedings and such non-action could result in a material adverse effect on the value of the Property, then Lender, at Lender's option, may make such appearances, disburse such sums (including reasonable attorneys' fees) and take such actions as Lender deems reasonably necessary to protect Lender's interest. In addition, with respect to an environmental condition which may affect the Property during the term of the Loan or the interest of Lender therein, including, but not limited to any actual or suspected on-site environmental pollution conditions which are, or are reasonably believed to be, in violation of applicable environmental laws and have (or are reasonably believed to have) a material adverse affect on the Property or the Borrower, or upon a Default, then Lender (or its agent, contractor or designee), at Lender's option, shall have the right to enter the Property to conduct tests and investigate any such pollution conditions. If the environmental assessment reveals environmental pollution at or above actionable levels under applicable law, and Lender reasonably determines that Borrower is not diligently pursuing remediation with respect thereto, then Lender may, at Lender's sole option, engage third party providers to undertake such remediation up to the limits of the Secured Creditor Pollution Policy relating to the Property.

Appears in 1 contract

Samples: Loan Agreement (Ich Corp /De/)

PROTECTION OF LENDER'S SECURITY. If Borrower is in Default or if any action or proceeding is commenced which materially adversely affects the Property or title thereto or the interest of Lender thereinOn a continuing basis, includingeach Grantor shall, but not limited to, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankrupt or decedent, then Lender at Lender's option may make such appearances, disburse such sums and take such action as Lender deems necessary, in its sole discretion, to protect Lender's interest, including, but not limited tocost and expense, (i) disbursement promptly following its becoming aware thereof, notify the Lender of attorneys' fees(A) any adverse determination in any proceeding in the United States Patent and Trademark Office or the United States Copyright Office with respect to any Patent, Trademark or Copyright necessary for the conduct of business of such Grantor or (B) the institution of any proceeding or any adverse determination in any federal, state or local court or administrative body regarding such Grantor’s claim of ownership in or right to use any of the Intellectual Property Collateral material to the use and operation of the Collateral, its right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect, (ii) entry upon maintain and protect the Intellectual Property to make repairsCollateral necessary for the conduct of business of such Grantor, (iii) procurement not permit to lapse or become abandoned any Intellectual Property Collateral necessary for the conduct of satisfactory insurance business of such Grantor, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Intellectual Property Collateral, in each case except as provided in paragraph 6 hereofshall be consistent with commercially reasonable business judgment and, if any Event of Default has occurred and is continuing, with the prior approval of the Lender (such approval not to be unreasonably withheld, conditioned or delayed), (iv) if upon such Grantor’s obtaining knowledge thereof, promptly notify the Instrument encumbers a leasehold interest, exercise Lender in writing of any option event which may be reasonably expected to renew materially and adversely affect the value or extend the Lease on behalf of Borrower and the curing of any default of Borrower in the terms and conditions utility of the LeaseIntellectual Property Collateral or any portion thereof material to the use and operation of the Collateral, the ability of such Grantor or the Lender to dispose of the Intellectual Property Collateral or any portion thereof or the rights and remedies of the Lender in relation thereto including, without limitation, a levy or threat of levy or any legal process against the Intellectual Property Collateral or any portion thereof, (v) not license the payment Intellectual Property Collateral other than licenses entered into by such Grantor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any taxes and/or assessments levied against of the Property material licenses in a manner that materially and then due and payable, and (vi) discharge (by payment, bonding or otherwise) of any lien (including any Lien) on the Property which is not a Permitted Encumbrance. In addition, if any action or proceeding is commenced which materially adversely affects the Property or title thereto or the interest of Lender therein, including, but not limited to, eminent domain, insolvency, code enforcementright to receive payments thereunder, or arrangements or proceedings involving a bankruptcy and if Borrower is not diligently pursuing available legal rights or remedies with respect to such actions or proceedings and such non-action could result in a material adverse effect on any manner that would materially impair the value of the PropertyIntellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral intended to be granted to the Lender for its own benefit and the benefit of the Credit Parties, then without the consent of the Lender, at (vi) furnish to the Lender from time to time upon the Lender's option, may make such appearances, disburse such sums ’s reasonable request therefor detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral (including reasonable attorneys' fees) and take such actions as Lender deems reasonably necessary to protect Lender's interest. In addition, other than with respect to an environmental condition which may affect the Property during the term Copyrights not subject to Section 6.17(e) of the Loan Credit Agreement) and such other materials evidencing or reports pertaining to the interest of Lender therein, including, but not limited to any actual or suspected on-site environmental pollution conditions which are, or are reasonably believed to be, in violation of applicable environmental laws and have Intellectual Property Collateral (or are reasonably believed to have) a material adverse affect on the Property or the Borrower, or upon a Default, then Lender (or its agent, contractor or designee), at Lender's option, shall have the right to enter the Property to conduct tests and investigate any such pollution conditions. If the environmental assessment reveals environmental pollution at or above actionable levels under applicable law, and Lender reasonably determines that Borrower is not diligently pursuing remediation other than with respect thereto, then Lender may, at Lender's sole option, engage third party providers to undertake such remediation up Copyrights not subject to the limits Section 6.17(e) of the Secured Creditor Pollution Policy relating Credit Agreement) as the Lender may from time to time request. Notwithstanding the Propertyforegoing, nothing herein shall prevent any Grantor from selling, disposing of or otherwise using any Intellectual Property Collateral as permitted under the Credit Agreement.

Appears in 1 contract

Samples: Security Agreement (Christopher & Banks Corp)

PROTECTION OF LENDER'S SECURITY. If Borrower is in Default or if any action or proceeding is commenced which materially adversely affects On a continuing basis, the Property or title thereto or the interest of Lender thereinGrantor shall, including, but not limited to, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankrupt or decedent, then Lender at Lender's option may make such appearances, disburse such sums and take such action as Lender deems necessary, in its sole discretion, to protect Lender's interest, including, but not limited tocost and expense, (i) disbursement promptly following its becoming aware thereof, notify the Lender of attorneys' fees(A) any adverse determination in any proceeding in the United States Patent and Trademark Office or the United States Copyright Office with respect to any Patent, Trademark or Copyright necessary for the conduct of business of the Grantor or (B) the institution of any proceeding or any adverse determination in any federal, state or local court or administrative body regarding the Grantor’s claim of ownership in or right to use any of the Intellectual Property Collateral material to the use and operation of the Collateral, its right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect, (ii) entry upon maintain and protect the Intellectual Property to make repairsCollateral necessary for the conduct of business of the Grantor, (iii) procurement not permit to lapse or become abandoned any Intellectual Property Collateral necessary for the conduct of satisfactory insurance business of the Grantor, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Intellectual Property Collateral, in each case except as provided in paragraph 6 hereofshall be consistent with commercially reasonable business judgment, (iv) if upon the Instrument encumbers a leasehold interestGrantor’s obtaining knowledge thereof, exercise promptly notify the Lender in writing of any option event which may be reasonably expected to renew materially and adversely affect the value or extend the Lease on behalf of Borrower and the curing of any default of Borrower in the terms and conditions utility of the LeaseIntellectual Property Collateral or any portion thereof material to the use and operation of the Collateral, the ability of the Grantor or the Lender to dispose of the Intellectual Property Collateral or any portion thereof or the rights and remedies of the Lender in relation thereto including, without limitation, a levy or threat of levy or any legal process against the Intellectual Property Collateral or any material portion thereof, (v) not license the payment Intellectual Property Collateral other than licenses entered into by the Grantor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any taxes and/or assessments levied against of the Property material licenses in a manner that materially and then due and payable, and (vi) discharge (by payment, bonding or otherwise) of any lien (including any Lien) on the Property which is not a Permitted Encumbrance. In addition, if any action or proceeding is commenced which materially adversely affects the Property or title thereto or the interest of Lender therein, including, but not limited to, eminent domain, insolvency, code enforcementright to receive payments thereunder, or arrangements or proceedings involving a bankruptcy and if Borrower is not diligently pursuing available legal rights or remedies with respect to such actions or proceedings and such non-action could result in a material adverse effect on any manner that would materially impair the value of the PropertyIntellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral intended to be granted to the Lender for the benefit of the Credit Parties, then without the consent of the Lender, at Lender's option(vi) until the Lender exercises its rights to make collection, may make such appearances, disburse such sums diligently keep adequate records respecting the Intellectual Property Collateral and (including reasonable attorneys' feesvii) and take such actions as Lender deems reasonably necessary to protect Lender's interest. In addition, with respect to an environmental condition which may affect the Property during the term of the Loan or the interest of Lender therein, including, but not limited to any actual or suspected on-site environmental pollution conditions which are, or are reasonably believed to be, in violation of applicable environmental laws and have (or are reasonably believed to have) a material adverse affect on the Property or the Borrower, or upon a Default, then Lender (or its agent, contractor or designee), at Lender's option, shall have the right to enter the Property to conduct tests and investigate any such pollution conditions. If the environmental assessment reveals environmental pollution at or above actionable levels under applicable law, and Lender reasonably determines that Borrower is not diligently pursuing remediation with respect thereto, then Lender may, at Lender's sole option, engage third party providers to undertake such remediation up furnish to the limits of Lender from time to time upon the Secured Creditor Pollution Policy relating Lender’s reasonable request therefor detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the PropertyIntellectual Property Collateral as the Lender may from time to time request. Notwithstanding the foregoing, nothing herein shall prevent the Grantor from selling, disposing of or otherwise using any Intellectual Property Collateral as permitted under the Credit Agreement.

Appears in 1 contract

Samples: Security Agreement (Bluefly Inc)

PROTECTION OF LENDER'S SECURITY. If Borrower is in Default or if any action or proceeding is commenced which materially adversely affects the any Property or title thereto or and the interest of Lender or Collateral Agent therein, including, but not limited to, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankrupt or decedent's estate, and Borrowers are in Default or Borrowers are not diligently pursuing available legal rights or remedies with respect to such actions or proceedings, such non-action could result in a material adverse effect on the value of the Property, and such non-action continues for a period of thirty (30) days after Lender or Collateral Agent gives Borrowers a notice thereof, then Lender or Collateral Agent at Lender's or Collateral Agent's option as the case may be, (and subject to Tenant's rights related thereto under the Lease) may make such appearances, disburse such sums and take such action as Lender or Collateral Agent deems necessary, in its sole discretion, to protect Lender's or Collateral Agent's interest, including, but not limited to, (i) disbursement of reasonable attorneys' fees, (ii) entry upon the Property to make repairs, (iii) procurement of satisfactory insurance as provided in paragraph 6 9 hereof, (iv) if the applicable Security Instrument encumbers a leasehold Lease interest, exercise of any option to renew or extend the Lease on behalf of the applicable Borrower and the curing of any default of the Borrower in the terms and conditions of the Lease, (v) the payment of any taxes and/or assessments levied against the Property and then due and payable, and (vi) discharge (by payment, bonding or otherwise) of any lien (including any Lien) on the Property which is not a Permitted Encumbrance. In addition, if any action or proceeding is commenced which materially adversely affects the Property or title thereto or the interest of Lender therein, including, but not limited to, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankruptcy and if Borrower is not diligently pursuing available legal rights or remedies with respect to such actions or proceedings and such non-action could result in a material adverse effect on the value of the Property, then Lender, at Lender's option, may make such appearances, disburse such sums (including reasonable attorneys' fees) and take such actions as Lender deems reasonably necessary to protect Lender's interest. In addition, with respect to an environmental condition which may materially adversely affect the Property during the term of the Loan or the interest of Lender or Collateral Agent therein, including, but not limited to to, any actual or suspected on-site environmental pollution conditions which are, or are reasonably believed to be, in violation of applicable environmental laws and have (which have, or are reasonably believed to have) , a material adverse affect effect on the value of the Property or the Borrower, or upon a Default, then Lender or Collateral Agent (or its agent, contractor or designee), at Lender's or Collateral Agent's option, shall have the right to enter the Property to conduct tests and investigate any such pollution conditions. If the environmental assessment reveals environmental pollution at or above actionable levels under applicable law, and Lender or Collateral Agent reasonably determines that Borrower is not diligently pursuing remediation with respect thereto, or Borrower is not requiring Tenant to diligently pursue such remediation, and such non-action continues for a period of thirty (30) days after Lender or Collateral Agent gives Borrower notice thereof, then Lender or Collateral Agent may, at Lender's or Collateral Agent's sole option, engage third party providers to undertake such remediation up to at the limits expense of the Secured Creditor Pollution Policy relating to the Propertysuch Borrower.

Appears in 1 contract

Samples: Loan Agreement (CNL Retirement Properties Inc)

PROTECTION OF LENDER'S SECURITY. If Borrower is in Default Rights of Entry, Inspection and Cure. --------------------------------------------------------------------- Upon any failure by the Company to make any payment or if perform any action other obligation required hereunder or proceeding is commenced which materially adversely affects under any of the Property other Loan Documents, the Administrative Agent or the Lenders, without intending to limit any other provision of this Agreement or any of the other Loan Documents and without notice to or demand upon the Company or any of its Subsidiaries or any other Obligor and without waiving or releasing the Company or any Obligor from any of its obligations hereunder or under any of the other Loan Documents, may, but need not, make any such payment and/or comply with, keep, observe or perform any such obligation on behalf of the Company. The Administrative Agent or the Lenders also may make such appearances, advance and/or disburse such sums and take such other actions the Administrative Agent or the Lenders deem necessary or appropriate to protect the Collateral or any portion thereof or title thereto or all or any portion of the interest Lenders' respective interests therein or the Lien of Lender thereinany of the Security Documents. The making of any such payment by the Administrative Agent or the Lenders or the performance of any such obligation on behalf of the Company shall constitute conclusive evidence of the necessity therefor and the reasonableness thereof. For such purpose, each of the Lenders and the Administrative Agent shall have the right to enter upon any real property constituting part of the Collateral, as well as upon any other real property where items of the Collateral may be kept, without thereby becoming liable to the Company or any of its Subsidiaries or any Obligor or any other Person in possession thereof holding by, through or under the Company or any of its Subsidiaries or any Obligor. All fees, charges, costs and expenses incurred, and all amounts and sums disbursed, by the Administrative Agent or the Lenders in exercising its rights under this Section 8.28 or in exercising any similar rights granted to the Administrative Agent or the Lenders under any other provision hereof or any of the other Loan Documents (including, but not limited to, eminent domainall amounts, insolvencyfees, code enforcementcharges, expenses and disbursements incurred or disbursed in obtaining a judgment or decree of surrender and delivery of possession) shall become due and payable immediately after written demand therefor, shall bear interest at the "Post-Default" or "Default" rate set forth in the Loan Documents from the date so incurred or expended until the date reimbursed in full, shall be added to the Indebtedness relating to the Loan and constitute a Lien on the Collateral prior to any right, title or interest therein or claim thereon attaching or accruing subsequent to the Lien of the Security Documents and shall be secured by the Security Documents. The Company, for itself and each of it Subsidiaries and Obligors, hereby irrevocably constitutes and appoints the Administrative Agent and each of the Lenders, and each of their respective agents, representatives, employees and designees, such Person's attorney-in-fact, coupled with an interest, for the purpose of performing all acts on such Person's behalf necessary to effectuate the intent of this Section 8.28, and authorizes and empowers the Administrative Agent and each of the Lenders, and each of their respective agents, representatives, employees and designees, to enter upon at any time and from time to time (as often as the Administrative Agent or the Lenders deem appropriate) any real property constituting part of the Collateral, as well as upon any other real property where items of the Collateral may be kept, for the purposes of inspection and of complying with, observing and performing any rights of cure granted to the Administrative Agent or the Lenders herein or in any of the other Security Documents; provided, however, that neither the Administrative Agent nor any of -------- ------- the Lenders shall have any obligation to the Company, any of its Subsidiaries, any of the Obligors or any third-party to undertake or to disclose the results of any such inspection, or arrangements liability to the Company, any of its Subsidiaries, any of the Obligors or proceedings involving a bankrupt any third-party for failing to inspect or decedentfor the manner in which it conducts any such inspection. The aforesaid power of attorney shall survive the death or disability of the principal, then Lender at Lender's option may make such appearancesand the Company, disburse such sums for itself and take such action as Lender deems necessaryeach of its Subsidiaries and Obligors, hereby ratifies any and all acts which the Administrative Agent or the Lenders (or any of their respective agents, representatives, employees or designees) shall lawfully do or cause to be done by virtue thereof. Nothing contained in its sole discretion, to protect Lender's interest, including, but not limited to, (i) disbursement of attorneys' fees, (ii) entry upon the Property to make repairs, (iii) procurement of satisfactory insurance as provided in paragraph 6 hereof, (iv) if the Instrument encumbers a leasehold interest, exercise this or any other provision of any option to renew or extend the Lease on behalf of Borrower and the curing of any default of Borrower in the terms and conditions of the Lease, (v) the payment of any taxes and/or assessments levied against the Property and then due and payable, and (vi) discharge (by payment, bonding or otherwise) of any lien (including any Lien) on the Property which is not a Permitted Encumbrance. In addition, if any action or proceeding is commenced which materially adversely affects the Property or title thereto or the interest of Lender therein, including, but not limited to, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankruptcy and if Borrower is not diligently pursuing available legal rights or remedies with respect to such actions or proceedings and such non-action could result in a material adverse effect on the value of the Property, then Lender, at Lender's option, may make such appearances, disburse such sums (including reasonable attorneys' fees) and take such actions as Lender deems reasonably necessary to protect Lender's interest. In addition, with respect to an environmental condition which may affect the Property during the term of the Loan Documents, however, shall be construed as (a) requiring the Administrative Agent or the interest Lenders to advance or expend monies, incur any cost or expense or do any act for any purpose mentioned in such provisions or for any other purpose whatsoever; or (b) authorizing the operation of Lender therein, including, but not limited to any actual or suspected on-site environmental pollution conditions which are, or are reasonably believed to be, in violation of applicable environmental laws and have (or are reasonably believed to have) a material adverse affect on radio facility without due authority from the Property or the Borrower, or upon a Default, then Lender (or its agent, contractor or designee), at Lender's option, shall have the right to enter the Property to conduct tests and investigate any such pollution conditions. If the environmental assessment reveals environmental pollution at or above actionable levels under applicable law, and Lender reasonably determines that Borrower is not diligently pursuing remediation with respect thereto, then Lender may, at Lender's sole option, engage third party providers to undertake such remediation up to the limits of the Secured Creditor Pollution Policy relating to the PropertyFCC.

Appears in 1 contract

Samples: Credit Agreement (Teletouch Communications Inc)