Security Events. Without limiting any obligation of SaaS Provider herein, if at any time SaaS Provider discovers or otherwise becomes aware of any Security Event that impacts the Client, SaaS Provider will: (i) immediately notify Client of such Security Event and furnish Client with the full details of such Security Event; and (ii) cooperate with Client in any effort, action, or proceeding to protect the End User and/or Cardholder Data and to mitigate and/or remediate the impact of the Security Event, as such may be deemed necessary by Client and/or required by applicable laws or regulations, including breach notification laws and credit reporting laws. In the event of any Security Event, or at any time if requested by Client, SaaS Provider will, with prior reasonable notice, permit Client, a Payment Card Industry (“PCI”) representative, and/or a PCI approved third party (individually or collectively, the “PCI Auditor”), to conduct a thorough review of SaaS Provider’s books, records, files, computer processors, equipment, systems, physical and electronic log files, and facilities relating to the Services, to investigate or remediate a Security Event or validate and confirm SaaS Provider’s compliance with the Security Requirements (the “Breach Audit”). SaaS Provider will provide the PCI Auditor with full cooperation and access to enable such Breach Audit. If any Breach Audit identifies any failure of SaaS Provider to comply with the Security Requirements, SaaS Provider will promptly repair and/or remedy any such failure and deliver written notice of such efforts and remedy to Client. In any such audit above, SaaS Provider may charge Client reasonable fees for use of SaaS Provider’s personnel during such audits and determine reasonable access restrictions as required to protect other clients, except to the extent such audit arose due to a Security Event or SaaS Provider’s failure to maintain the required certifications or comply with its material security obligations under this Agreement.
Security Events. Each of the following shall be a security event ("Security Event") hereunder unless waived by a Required Majority of Banks in writing:
(a) the occurrence of an Event of Default hereunder;
(b) the financial statements required by Section 8.02(a)(ii) hereof are accompanied by an opinion which contains a qualification which is, in the reasonable judgment of a Simple Majority of Banks, adverse;
(c) the Loan Parties fail to comply with Section 8.01(e)(i) for a period of five (5) Business Days after Borrower becomes aware thereof without giving effect to any adjustment pursuant to Sections 8.01(e)(ii) or 5.01(cc).
Security Events. 84 7.03 Release of Liens. . . . . . . . . . . . . . . . .84
Security Events. “Security Event” means any event that jeopardizes the confidentiality, integrity, or availability of Bank Confidential Information. Security Events include an actual or reasonably suspected loss, theft, misuse, unauthorized disclosure or acquisition of, or unauthorized access to Bank Confidential Information, regardless of whether it creates a likelihood of harm. The Firm must notify the Bank as soon as practically possible, but in no event more than one day from when the Firm, its personnel, subcontractors, contractors or affiliates become aware of a Security Event. This notification must occur without delay on account of business hours, holiday or otherwise even if it means notifying the Bank before the Firm has commenced or completed its own investigation into the cause or extent of the Security Event. Notice should be given to the Bank pursuant to section 7 of this Agreement. The Firm agrees to promptly: (i) investigate the Security Event; (ii) act on the Bank’s reasonable request for investigative steps; (iii) regularly report detailed findings as to the cause and impact of the Security Event; (iv) reasonably cooperate with the Bank in its efforts to remediate and make proper notifications to individuals or entities effected; and (v) upon the Bank’s request, promptly provide progress reports regarding any investigation or remediation efforts. If the Bank provides notice to any individual, entity, or government agency as a result of a Security Event attributable to the Firm’s breach of the terms of this Section 11(e), the Firm shall: (i) reimburse the Bank for its reasonable, out-of-pocket costs in notifying any such affected individual, entity, and/or agency and for the costs in notifying any other affected individual (regardless of whether the Bank has a legal obligation to provide such notification to such individual) whose Bank Confidential Information of the same type was also the subject of such Security Event; and (ii) and, if credit monitoring is reasonably determined to be an appropriate remedy by the Bank in light of the risks posed by the Security Event and the nature of the personally identifiable information compromised, the Firm shall reimburse the Bank for its reasonable, out-of-pocket cost of providing to each such affected individual one (1) year (or longer if required by law) of credit monitoring services from a nationally-recognized supplier of such services; provided, however, that the Firm’s liability for the provision of such cred...
Security Events. (a) The occurrence of any of the following shall constitute a “Security Event” under this Amendment:
(i) any El Dorado Property Insurance Proceeds disbursed by Collateral Agent to EDCC are not applied to Eligible Costs in accordance with the terms of this Amendment and the applicable Disbursement Request; or
(ii) following the completion of the El Dorado Appraisal, the value of the El Dorado Site, as improved by the Project, is less than $66,000,000, as calculated on an Orderly Liquidation Value In Place Discount Valuation basis; or
(iii) the occurrence and continuation of a material default by any Loan Party under any Material Project Contract and Document or any material default by any other party under a Material Project Contract and Document that continues uncured for thirty (30) days or results in a termination of such Material Project Contract and Document; or
(iv) the failure of any Loan party hereunder to perform or observe any covenant or agreement set forth in this Amendment or any Disbursement Request on its part to be performed or observed; or
(v) any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Borrower or any other Loan Party in this Amendment or in any Disbursement Request is incorrect or materially misleading when made; or
(vi) as a result of any inspection of the Project or review of any books, records, information, reports or accounting data relating thereto by Collateral Agent or its agents or as disclosed by any other information provided to Collateral Agent, Collateral Agent determines in the exercise of its reasonable judgment that (A) circumstances exist that could reasonably cause the Project not to reach Substantial Completion in accordance with the Project Plans and Specifications, or (B) the Project Costs may exceed the amount of the El Dorado Property Insurance Proceeds available for application to the Project and the Loan Parties do not deliver evidence to Collateral Agent within two (2) Business Days of Collateral Agent’s request that EDCC has sufficient cash or other liquid assets on hand to cover the deficiency between such available El Dorado Property Insurance Proceeds and such Project Costs, or (C) any El Dorado Property Insurance Proceeds disbursed to EDCC have not been applied to the Project for Eligible Costs in accordance with the terms of this Amendment.
(b) Upon and during the continuation of the occurrence of any Security Event, Collateral Agent may (i) cea...
Security Events. GMS shall provide notice to Client of any reasonably suspected or actual Security Event within 24 hours after GMS becomes aware of such reasonably suspected or actual Security Event. Upon notice, GMS shall fully cooperate with Client and other Service Recipients to respond to and remediate any such Security Event, including providing all relevant information, to the extent known, about the Security Event, as well as assisting in investigating and other reasonably requested support. Subject to Section 11, GMS shall be responsible for the cost of remediating any such Security Event, and shall reimburse each Service Recipient to the extent caused by or attributable to GMS for the following incurred costs:
8.4.1 the preparation and mailing or other transmission of notification to data subjects, governmental authorities, the media, or any other third party regarding the Security Event;
8.4.2 the performance of any security review in connection with the Security Event;
8.4.3 the portion of any fine or other monetary penalty imposed on any Service Recipient by a governmental authority or third party pertaining to the Security Event;
8.4.4 reasonable attorneys’ fees and expenses for addressing any Service Recipient’s obligations related to the Security Event;
8.4.5 call center expenses needed to respond to inquiries from data subjects related to the Security Event;
8.4.6 credit monitoring and/or credit or identity repair services; and the provision of identity theft insurance for data subjects affected by the Security Event in relation to personal information and/or PHI for a period of at least two (2) years; the performance of a forensic investigation regarding the Security Event; and
8.4.7 other remediation expenses and reasonable assistance to data subjects or third parties as required to comply with applicable Law. Additionally, GMS shall take such actions as may be reasonably requested by Client to understand and minimize the effects of any Security Event, including steps to secure Client Confidential Information and PHI and to determine the scope of the Security Event in a commercially reasonable manner, at GMS’ expense subject to Section 11. Notwithstanding the foregoing, to the extent Client so elects, and to the extent permitted by applicable Law, GMS shall in consultation with Client, perform the activities contemplated by this Section 8.4 in its own name and at its own expense, subject to Section 11.
Security Events. Each of the following shall be a security event ("Security Event") hereunder unless waived by a Required Majority of Banks in writing: (a) the occurrence of an Event of Default hereunder; (b) the financial statements required by Section 8.02(a)(ii) hereof are accompanied by an opinion which contains a qualification which is, in the reasonable judgment of a Simple Majority of Banks, adverse; (c) the Loan Parties fail to comply with Section 8.01(e) (i) for a period of five (5) Business Days after Borrower becomes aware thereof without giving effect to any adjustment pursuant to Sections 8.01(e) (ii) or 5.01(cc); (d) either (i) any of the Loan Parties is required immediately to grant, or grants, any Liens in any of its assets in favor of the holders of any Permitted Additional Senior Indebtedness, or (ii) any event shall occur which permits the holders of any Permitted Additional Senior Indebtedness to require any Loan Party to grant any Liens in any of its assets in favor of the holders of such Permitted Additional Senior Indebtedness.
Security Events. Each of the following shall be a security event ("Security Event") hereunder unless waived by the Majority Banks in writing:
(a) the occurrence of an Event of Default hereunder;
(b) the Line of Credit Loans, interest accrued but unpaid thereon, expenses reimbursable by the Borrower and all other obligations of the Borrower to the Administrative Agent and the Banks under this Agreement and the Loan Documents have not been paid in full on or before the Line of Credit Loan Commitment Termination Date, the First Extended Termination Date, or the Second Extended Termination Date (as applicable); and (c) the occurrence of a Loan Conversion.
Security Events. If a Negative Security Event occurs during a Positive Security Period, as promptly as practicable after the occurrence of such Negative Security Event, and in any event on or before the Security Perfection Date in respect thereof, take or cause to be taken the following actions:
(i) take all actions required to grant a first priority perfected security interest in all Capital Stock held by the Borrower or any Material Subsidiary existing at such time that would have been required to be pledged pursuant to Section 6.9 had a Negative Security Period been in effect prior to the time of such Negative Security Event and had such Capital Stock been acquired after the Closing Date and thus been subject to such provisions, including all the actions described in such Section 6.9 with respect to all such Capital Stock; and
(ii) thereafter from time to time promptly take or cause to be taken all such further actions as shall be reasonably requested by the Administrative Agent in order to ensure that the provisions of the Guarantee and Collateral Agreement are satisfied and the representations and warranties therein with respect to the Collateral that would comprise such Capital Stock and other items included in the definition of Collateral in respect thereof are true and correct.
Security Events. (a) If a Negative Security Event occurs during a Positive Security Period, as promptly as practicable after the occurrence of such Negative Security Event, and in any event on or before the Security Perfection Date in respect thereof, take or cause to be taken the following actions:
(i) take all actions required (including, where required, physical delivery to the Collateral Agent of Mortgage-Backed Securities and Required Documentation in respect of Eligible Mortgage Loans, filing of UCC financing statements and execution 94 88 and delivery of Acknowledgment Agreements, to the extent such actions have not already been taken) to cause Collateral to be Delivered under the Security Agreements;
(ii) deliver to the Administrative Agent, with a counterpart for each Lender, executed legal opinions of such counsel to HomeSide and its Subsidiaries as shall be reasonably acceptable to the Administrative Agent confirming, as of a date not more than thirty days prior to such Security Perfection Date, the opinions rendered on the Closing Date by such respective counsel in respect of the creation, perfection and priority of the Collateral Agent's security interest in the Collateral, with such changes therein as the Administrative Agent shall reasonably approve or reasonably request; and thereafter from time to time promptly take or cause to be taken all such further actions as shall be requested by the Collateral Agent in order to ensure that the provisions of the Security Agreements are satisfied and the representations and warranties therein with respect to the Collateral are true and correct.
