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

PROTECTION OF LENDER'S SECURITY. On a continuing basis, each Grantor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Lender of (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) maintain and protect the Intellectual Property Collateral necessary for the conduct of business of such Grantor, (iii) not permit to lapse or become abandoned any Intellectual Property Collateral necessary for the conduct of 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 shall 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), (iv) upon such Grantor’s obtaining knowledge thereof, promptly notify the Lender in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of the Intellectual 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 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 of the material licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that would materially impair the value of the Intellectual 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, without the consent of the Lender, (vi) until the Lender exercises its rights to make collection, diligently keep adequate records respecting the Intellectual Property Collateral and (vii) furnish to the Lender from time to time upon the 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 Intellectual Property Collateral as the Lender may from time to time reasonably request. Notwithstanding the foregoing, nothing herein shall prevent any Grantor from selling, disposing of or otherwise using any Intellectual Property Collateral as permitted under the Credit Agreement.

PROTECTION OF LENDER'S SECURITY. On If Borrower is in Default or if any action or proceeding is commenced which 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 continuing basisbankrupt or decedent, each Grantor shallthen Lender at Lender’s option may make such appearances, at disburse such sums and take such action as Lender deems necessary, in its sole cost and expensediscretion, to protect Lender’s interest, including, but not limited to, (i) promptly following its becoming aware thereof, notify the Lender disbursement of (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 effectattorneys’ fees, (ii) maintain and protect entry upon the Intellectual Property Collateral necessary for the conduct of business of such Grantorto make repairs, (iii) not permit procurement of satisfactory insurance as provided in paragraph 6 hereof, (iv) if the Instrument encumbers a leasehold interest, exercise of any option to lapse renew or become abandoned extend the Lease on behalf of Borrower and the curing of any Intellectual default of Borrower in the terms and conditions of the Lease, (v) the payment of any taxes and/or assessments levied against the Property Collateral necessary for the conduct of business of such Grantorand then due and payable, and (vi) discharge (by payment, bonding or otherwise) of any lien on the Property which is not settle a Permitted Encumbrance. In addition, if any action or compromise any pending proceeding is commenced which affects the Property or future litigation title thereto or administrative proceeding the interest of Lender therein, including, but not limited to, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankruptcy and Lender determines in its reasonable discretion that Borrower is not diligently pursuing available legal rights or remedies with respect to such Intellectual Property Collateral, in each case, except as shall be consistent with commercially reasonable business judgment and, if any Event of Default has occurred actions or proceedings and is continuing, with the prior approval of the Lender (such approval not to be unreasonably withheld), (iv) upon such Grantor’s obtaining knowledge thereof, promptly notify the Lender in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of the Intellectual 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 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 of the material licenses non-action could result in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that would materially impair material adverse effect on the value of the Intellectual 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 PartiesProperty, without the consent of the then Lender, at Lenders option, may make such appearances, disburse such sums (viincluding reasonable attorneys’ fees) until the and take such actions as Lender exercises its rights deems reasonably necessary to make collection, diligently keep adequate records respecting the Intellectual Property Collateral and (vii) furnish to the Lender from time to time upon the protect 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 Intellectual Property Collateral as the Lender may from time to time reasonably request. Notwithstanding the foregoing, nothing herein shall prevent any Grantor from selling, disposing of or otherwise using any Intellectual Property Collateral as permitted under the Credit Agreement.’s

PROTECTION OF LENDER'S SECURITY. On a continuing basis, each Grantor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Lender of (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) maintain and protect the Intellectual Property Collateral necessary for the conduct of business of such Grantor, (iii) not permit to lapse or become abandoned any Intellectual Property Collateral necessary for the conduct of 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, case except as shall 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) upon such Grantor’s obtaining knowledge thereof, promptly notify the Lender in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of the Intellectual 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 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 of the material licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that would materially impair the value of the Intellectual 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, without the consent of the Lender, (vi) until the Lender exercises its rights to make collection, diligently keep adequate records respecting the Intellectual Property Collateral and (vii) furnish to the Lender from time to time upon the Lender’s reasonable request therefor detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral (other than with respect to Copyrights not subject to Section 6.17(e) of the Credit Agreement) and such other materials evidencing or reports pertaining to the Intellectual Property Collateral (other than with respect to Copyrights not subject to Section 6.17(e) of the Credit Agreement) as the Lender may from time to time reasonably request. Notwithstanding the foregoing, nothing herein shall prevent any Grantor from selling, disposing of or otherwise using any Intellectual Property Collateral as permitted under the Credit Agreement.

PROTECTION OF LENDER'S SECURITY. On If any action or proceeding is commenced which materially adversely affects the Property or title thereto and the interest of Lender therein, including, but not limited to, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a continuing basisbankrupt or decedent’s estate, each Grantor shalland Borrower is in Default or 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 and take such action as Lender deems necessary, in its sole cost and expensediscretion, to protect Lender’s interest, including, but not limited to, (i) promptly following its becoming aware thereof, notify the Lender disbursement of (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 effectattorneys’ fees, (ii) maintain and protect entry upon the Intellectual Property Collateral necessary for the conduct of business of such Grantorto make repairs, (iii) not permit to lapse or become abandoned any Intellectual Property Collateral necessary for procurement of satisfactory insurance as provided in this Agreement and the conduct of 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 shall 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)other Loan Documents, (iv) upon such Grantor’s obtaining knowledge thereof, promptly notify the Lender in writing payment of any event taxes and/or assessments levied against the Property and then due and payable, and (v) discharge (by payment, bonding or otherwise) of any lien on the Property which is not a Permitted Encumbrance. In addition, with respect to an environmental condition which may be reasonably expected to materially and adversely affect the value or utility Property during the term of the Intellectual Property Collateral or any portion thereof material to the use and operation of the Collateral, the ability of such Grantor Loan or the interest of Lender therein, including, but not limited to dispose any actual or suspected on-site environmental pollution conditions which are, or are reasonably believed to be, in violation of applicable environmental laws and which have, or are reasonably believed to have, a material adverse effect on 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 Intellectual Property Collateral other than licenses entered into by such Grantor inBorrower, or incidental toupon a Default, the ordinary course of businessthen Lender (or its agent, contractor or amend or permit the amendment of any of the material licenses in a manner that materially and adversely affects designee), at Lender’s option, shall have the right to receive payments thereunderenter 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, or in any manner and Lender reasonably determines that would materially impair 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 value limits of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral intended to be granted secured creditor pollution policy relating to the Lender for the benefit of the Credit Parties, without the consent of the Lender, (vi) until the Lender exercises its rights to make collection, diligently keep adequate records respecting the Intellectual Property Collateral and (vii) furnish to the Lender from time to time upon the 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 Intellectual Property Collateral as the Lender may from time to time reasonably request. Notwithstanding the foregoing, nothing herein shall prevent any Grantor from selling, disposing of or otherwise using any Intellectual Property Collateral as permitted under the Credit AgreementProperty.

PROTECTION OF LENDER'S SECURITY. On If any action or proceeding is commenced which materially adversely affects any Property or title thereto 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 continuing basisbankrupt or decedent's estate, each Grantor shalland 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 cost and expensediscretion, to protect Lender's or Collateral Agent's interest, including, but not limited to, (i) promptly following its becoming aware thereof, notify the Lender disbursement of (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 effectreasonable attorneys' fees, (ii) maintain and protect entry upon the Intellectual Property Collateral necessary for the conduct of business of such Grantorto make repairs, (iii) not permit to lapse or become abandoned any Intellectual Property Collateral necessary for the conduct procurement of business of such Grantor, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Intellectual Property Collateral, satisfactory insurance as provided in each case, except as shall 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)paragraph 9 hereof, (iv) upon such Grantor’s obtaining knowledge thereofif the applicable Security Instrument encumbers a Lease interest, promptly notify the Lender in writing exercise of any event which may be reasonably expected option to materially and adversely affect renew or extend the value or utility Lease on behalf of the Intellectual Property Collateral or applicable Borrower and the curing of any portion thereof material to the use and operation default of the Collateral, Borrower in the ability of such Grantor or the Lender to dispose terms and conditions 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 thereofLease, (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 on the Property which is not license a Permitted Encumbrance. In addition, with respect to an environmental condition which may materially adversely affect the Intellectual Property during the term of the Loan or the interest of Lender or Collateral other than licenses entered into by such Grantor inAgent therein, including, but not limited to, any actual or suspected on-site environmental pollution conditions which are, or incidental toare reasonably believed to be, the ordinary course in violation of businessapplicable environmental laws and which have, or amend or permit the amendment of any of the are reasonably believed to have, a material licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that would materially impair adverse effect on the value of the Intellectual Property Collateral or the Lien on 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 security interest in investigate any such pollution conditions. If the Intellectual Property environmental assessment reveals environmental pollution at or above actionable levels under applicable law, and Lender or Collateral intended Agent reasonably determines that Borrower is not diligently pursuing remediation with respect thereto, or Borrower is not requiring Tenant to be granted to the Lender for the benefit of the Credit Partiesdiligently pursue such remediation, without the consent of the Lender, (vi) until the Lender exercises its rights to make collection, diligently keep adequate records respecting the Intellectual Property Collateral and (vii) furnish to the Lender from time to time upon the Lender’s reasonable request therefor detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing non-action continues for a period of thirty (30) days after Lender or reports pertaining 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 at the Intellectual Property Collateral as the Lender may from time to time reasonably request. Notwithstanding the foregoing, nothing herein shall prevent any Grantor from selling, disposing expense of or otherwise using any Intellectual Property Collateral as permitted under the Credit Agreementsuch Borrower.

PROTECTION OF LENDER'S SECURITY. On 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 continuing basisbankrupt or decedent, each Grantor shallthen Lender at Lender's option may make such appearances, at disburse such sums and take such action as Lender deems necessary, in its sole cost and expensediscretion, to protect Lender's interest, including, but not limited to, (i) promptly following its becoming aware thereof, notify the Lender disbursement of (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 effectattorneys' fees, (ii) maintain and protect entry upon the Intellectual Property Collateral necessary for the conduct of business of such Grantorto make repairs, (iii) not permit procurement of satisfactory insurance as provided in paragraph 6 hereof, (iv) if the Instrument encumbers a leasehold interest, exercise of any option to lapse renew or become abandoned extend the Lease on behalf of Borrower and the curing of any Intellectual default of Borrower in the terms and conditions of the Lease, (v) the payment of any taxes and/or assessments levied against the Property Collateral necessary for the conduct of business of such Grantorand then due and payable, and (vi) discharge (by payment, bonding or otherwise) of any lien (including any Lien) on the Property which is not settle a Permitted Encumbrance. In addition, if any action or compromise any pending proceeding is commenced which materially adversely affects the Property or future litigation title thereto or administrative proceeding 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 Intellectual Property Collateral, in each case, except as shall be consistent with commercially reasonable business judgment and, if any Event of Default has occurred actions or proceedings and is continuing, with the prior approval of the Lender (such approval not to be unreasonably withheld), (iv) upon such Grantor’s obtaining knowledge thereof, promptly notify the Lender in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of the Intellectual 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 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 of the material licenses non-action could result in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that would materially impair material adverse effect on the value of the Intellectual 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 Collateral during the term of the Loan or the Lien 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 security interest in investigate any such pollution conditions. If the Intellectual Property Collateral intended 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 be granted undertake such remediation up to the Lender for the benefit limits of the Credit Parties, without the consent of the Lender, (vi) until the Lender exercises its rights to make collection, diligently keep adequate records respecting the Intellectual Property Collateral and (vii) furnish Secured Creditor Pollution Policy relating to the Lender from time to time upon the 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 Intellectual Property Collateral as the Lender may from time to time reasonably request. Notwithstanding the foregoing, nothing herein shall prevent any Grantor from selling, disposing of or otherwise using any Intellectual Property Collateral as permitted under the Credit AgreementProperty.

PROTECTION OF LENDER'S SECURITY. On a continuing basis, each Grantor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Lender Borrower shall execute and/or cause to be executed such further assurances of (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 title 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) maintain and protect the Intellectual Property Collateral necessary for the conduct of business of such Grantor, (iii) not permit to lapse or become abandoned any Intellectual Property Collateral necessary for the conduct of business of such GrantorProperty, 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 shall be consistent with commercially reasonable business judgment and, if any Event of Default has occurred take and is continuing, with the prior approval of the Lender (such approval not cause to be unreasonably withheld)taken, (iv) upon such Grantor’s obtaining knowledge thereofsteps, promptly notify the Lender in writing of including legal proceedings as may at any event which may be reasonably expected time appear to materially and adversely affect the value or utility of the Intellectual 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 be desirable to perfect the title to the Property in the Lender. Upon a failure or default in or breach 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 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 performance of any of the material licenses covenants and agreements contained herein not cured within applicable cure period, in a manner that materially any particular, the Lender may, without notice to the Borrower, pay all taxes, assessments, and adversely affects public charges, and/or take such steps as may be necessary to secure or redeem the right Property from forfeiture or sale, and/or effect or renew any insurance, and/or make such repairs as may be necessary to receive payments thereunderkeep the Property, equipment, appurtenances and accessories in good order and repair and/or take or cause to be taken, such steps, including legal proceedings, as may be desirable to prevent the commission of waste, impairment or deterioration of the Property, or in any manner that would materially impair part thereof, or to perfect the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral intended to be granted title to the Lender for the benefit of the Credit Parties, without the consent of Property in the Lender, and/or to perform any other acts or expend such other sums deemed necessary by Lender to protect its security for the repayment of the Note, and all sums expended in the doing of or on account of the same, shall be a part of the debt secured by this Mortgage, and shall be secured as fully as the principal debt and interest is secured, and shall bear interest at the highest legal rate permitted by law to be charged by Lender from the date of the expenditure thereof and shall together with the interest thereon, be repaid by the Borrower before the expiration of a period of thirty (vi30) until days thereafter. But there is no obligation upon the Lender exercises its rights to make collectionsuch payments or take such steps, diligently keep adequate records respecting the Intellectual Property Collateral and (vii) furnish to nor shall any act of the Lender from time or any failure to time upon act under the 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 Intellectual Property Collateral powers granted by this paragraph 9, nor any lapse of time, be construed as the Lender may from time to time reasonably request. Notwithstanding waiver of any breach of the foregoing, nothing herein shall prevent any Grantor from selling, disposing of or otherwise using any Intellectual Property Collateral as permitted under the Credit Agreementcovenants and agreements contained herein.

PROTECTION OF LENDER'S SECURITY. On a continuing basis, each the Grantor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Lender of (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 the Grantor or (B) the institution of any proceeding or any adverse determination in any federal, state or local court or administrative body regarding such 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) maintain and protect the Intellectual Property Collateral necessary for the conduct of business of such the Grantor, (iii) not permit to lapse or become abandoned any Intellectual Property Collateral necessary for the conduct of business of such 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, case except as shall 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)judgment, (iv) upon such the Grantor’s obtaining knowledge thereof, promptly notify the Lender in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of the Intellectual Property Collateral or any portion thereof material to the use and operation of the Collateral, the ability of such 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 Intellectual Property Collateral other than licenses entered into by such the Grantor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any of the material licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that would materially impair the value of the Intellectual 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, without the consent of the Lender, (vi) until the Lender exercises its rights to make collection, diligently keep adequate records respecting the Intellectual Property Collateral and (vii) furnish to the Lender from time to time upon the 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 Intellectual Property Collateral as the Lender may from time to time reasonably request. Notwithstanding the foregoing, nothing herein shall prevent any the Grantor from selling, disposing of or otherwise using any Intellectual Property Collateral as permitted under the Credit Agreement.

PROTECTION OF LENDER'S SECURITY. On a continuing basisRights of Entry, each Grantor shall, at its sole cost Inspection and expense, (i) promptly following its becoming aware thereof, notify Cure. --------------------------------------------------------------------- Upon any failure by the Lender of (A) Company to make any adverse determination in payment or perform any proceeding in the United States Patent and Trademark Office other obligation required hereunder 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 under any of the Intellectual Property Collateral material other Loan Documents, the Administrative Agent or the Lenders, without intending to the use and operation limit any other provision of this Agreement or any of the Collateralother 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, its right 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 register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect, (ii) maintain and protect the Intellectual Property Collateral necessary for the conduct of business of such Grantor, (iii) not permit to lapse or become abandoned any Intellectual Property Collateral necessary for the conduct of 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 shall 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), (iv) upon such Grantor’s obtaining knowledge thereof, promptly notify the Lender in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of the Intellectual 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 title thereto including, without limitation, a levy or threat of levy or any legal process against the Intellectual Property Collateral all or any portion thereof, (v) not license of the Intellectual Property Collateral other than licenses entered into by such Grantor in, Lenders' respective interests therein or incidental to, the ordinary course of business, or amend or permit the amendment Lien of any of the material licenses in a manner that materially 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 adversely affects the reasonableness thereof. For such purpose, each of the Lenders and the Administrative Agent shall have the right to receive payments thereunderenter 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 manner that would materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral intended to be similar rights granted to the Lender Administrative Agent or the Lenders under any other provision hereof or any of the other Loan Documents (including, but not limited to, all amounts, fees, charges, 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 benefit 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 Credit PartiesLenders, without the consent and each of the Lendertheir respective agents, (vi) until the Lender exercises its rights representatives, employees and designees, to make collection, diligently keep adequate records respecting the Intellectual Property Collateral enter upon at any time and (vii) furnish to the Lender 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 Lender’s reasonable request therefor detailed statements Collateral may be kept, for the purposes of inspection and amended schedules further identifying of complying with, observing and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining performing any rights of cure granted to the Intellectual Property Collateral 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 liability to the Company, any of its Subsidiaries, any of the Obligors or any third-party for failing to inspect or for the manner in which it conducts any such inspection. The aforesaid power of attorney shall survive the death or disability of the principal, and the Company, for itself and each 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 this or any other provision of any of the Loan Documents, however, shall be construed as (a) requiring the Lender may Administrative Agent or the 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 any radio facility without due authority from time to time reasonably request. Notwithstanding the foregoing, nothing herein shall prevent any Grantor from selling, disposing of or otherwise using any Intellectual Property Collateral as permitted under the Credit AgreementFCC.