Protection of Secured Party's Security. If the Debtor fails to perform the covenants and agreements contained or incorporated in this Agreement, or if any action or proceeding is commenced which affects the Collateral or title thereto or the interest of the Secured Party therein, including, but not limited to insolvency or arrangements or proceedings involving a bankrupt or decedent, then the Secured Party, at the Secured Party's option, may make such appearance, disburse such sums, and take such action as the Secured Party deems necessary, in its sole discretion, to protect the Secured Party's interest, including but not limited to (i) disbursement of attorneys' fees, (ii) entry upon the Debtor's property to make repairs to the Collateral, and (iii) procurement of satisfactory insurance. Any amounts disbursed by Secured Party pursuant to this Paragraph, with interest thereon, shall become additional indebtedness of the Debtor secured by this Agreement. Unless the Debtor and the Secured Party agree to other terms of payment, such amounts shall be immediately due and payable and shall bear interest from the date of disbursement at the default rate stated in the Note unless collection from the Debtor of interest at such rate would be contrary to applicable law, in which event such amounts shall bear interest at the highest rate which may be collected from the Debtor under applicable law. Nothing contained in this Paragraph shall require the Secured Party to incur any expense or take any action.
Protection of Secured Party's Security. If an Event of Default, as defined in the Notes, has occurred, or if any action or proceeding is commenced which materially adversely affects the Collateral or title thereto or the interest of the Secured Parties therein, then the Secured Parties, upon the prior written consent of the Collateral Agent, may make such appearance, disburse such sums, and take such action as the Secured Parties deem necessary, in their sole discretion, to protect the Secured Parties' interest, including but not limited to (a) disbursement of reasonable hourly attorneys' fees, (b) entry upon the Debtor's property to make repairs to the Collateral, and (c) procurement of satisfactory insurance that is reasonable under the circumstances. Any amounts disbursed by the Secured Parties pursuant to this Section 7, with interest thereon, shall become additional indebtedness of the Debtor secured by this Agreement. Unless the Debtor and the Collateral Agent agree to other terms of payment, such amounts shall be immediately due and payable, and if the Secured Parties notify the Debtor within five days of such disbursement, all such amounts shall bear interest from the date which is ten days following the date of disbursement at the rate stated in the Notes. Nothing contained in this Section 7 shall require the Secured Parties to incur any expense or take any action.
Protection of Secured Party's Security. Following the occurrence and during the continuance of an Event of Default, if the Shareholder fails to perform the covenants and agreements contained or incorporated in this Agreement or the Stock Purchase Agreement, as applicable, or if any action or proceeding is commenced which affects the Collateral or title thereto or the interest of the Secured Party therein, including, but not limited to insolvency or proceedings involving bankruptcy, then the Secured Party, at the Secured Party’s option, may make such appearance, disburse such sums, and take such action as the Secured Party deems necessary, in its sole discretion, to protect the Secured Party’s security interest, including but not limited to disbursement of attorneys’ fees. Any amounts disbursed by Secured Party pursuant to this Section following the occurrence and during the continuance of an Event of Default, with interest thereon, shall become additional indebtedness of the Shareholder secured by this Agreement. Nothing contained in this Section shall require the Secured Party to incur any expense or take any action.
Protection of Secured Party's Security. Except as expressly -------------------------------------- permitted hereunder, Assignor will do nothing to impair the rights of the Secured Party in the Collateral. Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be for any reason whatsoever unavailable to Assignor.
Protection of Secured Party's Security. So long as a Default has occurred and is continuing, each Grantor shall, at such Grantor’s cost and expense, (i) promptly following its becoming aware thereof, notify the Secured Party of (A) any materially adverse determination in any proceeding in the United States Patent and Trademark Office or the United States Copyright Office (or equivalent foreign office) with respect to any material Intellectual Property Collateral or (B) the institution of any proceeding or any adverse determination in any federal, state, local or foreign court or administrative body regarding such Grantor’s claim of ownership in or right to use any material Intellectual Property 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 material Intellectual Property Collateral, (iii) not permit to lapse or become abandoned any material Intellectual Property Collateral, 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, (iv) upon such Grantor obtaining knowledge thereof, promptly notify the Secured Party in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any material Intellectual Property Collateral, the ability of such Grantor or the Secured Party to use, exploit, license or dispose of such Intellectual Property Collateral or any portion thereof or the rights and remedies of the Secured Party in relation thereto including a levy or threat of levy or any legal process against such Intellectual Property Collateral or any portion thereof, (v) not license any material 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 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 such Intellectual Property Collateral intended to be granted to the Secured Party for the benefit of the Secured Parties, without the consent of the Secured Party, (vi) diligently keep adequate records respecting the Intellectual Property Collat...
Protection of Secured Party's Security. Each Debtor will at all times keep its Inventory and Equipment insured in favor of the Collateral Agent, at its own expense, to the extent required by the Credit Agreement; copies of all policies or certificates with respect to such insurance (i) shall be endorsed to the Collateral Agent's reasonable satisfaction for the benefit of the Secured Party (including, without limitation, by naming the Secured Party as additional insured or loss payee), (ii) shall state that such insurance policies shall not be cancelled or materially revised without at least 30 days' (or at least 10 days' in the case of nonpayment of premium) prior written notice thereof by the insurer to the Collateral Agent and (iii) certificates evidencing such insurance coverages shall be deposited with the Collateral Agent. If any Debtor shall fail to insure such Inventory or Equipment to the extent required by the Credit Agreement, or if any Debtor shall fail so to endorse and deposit copies of all policies or certificates with respect thereto, the Collateral Agent shall have the right (but shall be under no obligation), upon prior written notice to such Debtor, to procure such insurance and such Debtor agrees to reimburse the Collateral Agent for all reasonable costs and expenses of procuring such insurance. Except as otherwise provided in the Credit Agreement, the Collateral Agent shall apply any proceeds of such insurance required after an Event of Default in accordance with Section 7.4 hereof Each Debtor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Debtor to pay its Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Debtor.
Protection of Secured Party's Security. If an Event of Default occurs under any of the Note Documents (other than the Note) or Dyneco commits a material breach of this Agreement, then the Secured Party shall provide written Notice of Default to Dyneco at the address listed below or such other address as Dyneco shall hereafter provide to the Secured Party. The Notice of Default provided to Dyneco shall specify the default(s) identified by the Secured Party and shall state that Dyneco shall have ten (10) days within which to cure said default. Should Dyneco not cure the specified default(s) within said ten-day period, then the Secured Party may avail itself of any remedies permitted under the Note and may also make such court appearance, disburse such sums and take such action as the Secured Party deems necessary, in its sole discretion, to protect the Secured Party’s interest, including but not limited to: (i) disbursement of attorneys’ fees; (ii) entry upon Dyneco’s property, upon reasonable notice, to make repairs to the Collateral; and (iii) procurement of satisfactory insurance. Any amounts disbursed by Secured Party pursuant to this Section 4, with interest thereon, shall become additional indebtedness of Dyneco secured by this Agreement. Unless Dyneco and the Secured Party agree to other terms of payment, such amounts shall be immediately due and payable and shall bear interest from the date of disbursement at the Default Rate stated in the Note. Nothing contained in this Section shall require the Secured Party to incur any expense or take any action.
Protection of Secured Party's Security. The Debtor will do nothing to impair the rights of the Secured Party in the Collateral.
Protection of Secured Party's Security. Except as expressly permitted herein, the Debtor will do nothing to impair the rights of the Secured Party in the Collateral. The Debtor will at all times keep its Inventory and Equipment insured and at Secured Party's option, at the Debtor's own expense, all policies or certificates with respect to such insurance shall be endorsed to the Secured Party's satisfaction for the benefit of the Secured Party (including, without limitation, by naming the Secured Party as loss payee) and, at the Secured Party's request, deposited with the Secured Party. If an Event of Default shall be in existence and the 4 Debtor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if the Debtor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Secured Party shall have the right (but shall be under no obligation) to procure such insurance and the Debtor agrees to reimburse the Secured Party for all costs and expenses of procuring such insurance. The Secured Party may apply any proceeds of such insurance in accordance with Section 5.4 hereof. The Debtor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of the Debtor to pay its Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to the Debtor.
Protection of Secured Party's Security. (a) With respect to each item of its Intellectual Property Collateral material to the operation of each Pledgor’s business, each Pledgor agrees, on a continuing basis, to take, at its sole cost and expense, all necessary steps, including, without limitation, in the United States Patent and Trademark Office, and any other Governmental Body, to (i) maintain the validity and enforceability of such
