Common use of Rights of Lender Upon Default Clause in Contracts

Rights of Lender Upon Default. Upon the occurrence or existence of any Event of Default (other than an Event of Default referred to in Sections 6.1(f) and 6.1(g)) and at any time thereafter during the continuance of such Event of Default, Lender may, by written notice to Borrower, declare all outstanding Obligations payable by Borrower hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Notes to the contrary notwithstanding. Upon the occurrence or existence of any Event of Default described in Sections 6.1(f) and 6.1(g), immediately and without notice, all outstanding Obligations payable by Borrower hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Notes to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Lender may exercise any other right, power or remedy granted to it by the Loan Documents or otherwise permitted to it by law, either by suit in equity or by action at law, or both. In the event that (i) a Change of Control shall occur within 180 days following the date of acceleration of the Loans or the exercise of Lender's remedies pursuant to the Loan Documents or (ii) Borrower shall enter into a definitive acquisition agreement within 180 days following the date of acceleration of the Loans or the exercise of Lender's remedies pursuant to the Loan Documents with a Person other than Lender that could result in a Change of Control, then in either case, Borrower expressly agrees to pay (whether or not any Obligations remain outstanding and whether or not Lender has any commitment to make Loans hereunder) to Lender the Prepayment Fee upon the occurrence of either event referenced in subsection (i) or (ii) of this sentence. Borrower's express agreement to pay the Prepayment Fee pursuant to the terms set forth in the previous sentence shall survive the termination of this Loan Agreement.

Rights of Lender Upon Default. Upon the occurrence or existence If a Default shall have occurred and Borrower fails to cure such default within ten days after receipt of any Event of Default (other than an Event of Default referred to in Sections 6.1(f) and 6.1(g)) and at any time thereafter during the continuance of such Event of Default, Lender may, by written notice to Borrowerthereof, declare all outstanding Obligations payable by Borrower hereunder to be then the entire Indebtedness shall, at the option of Lender, immediately become due and payable without presentment, further notice or demand, protest time being of the essence, and Lender, at its option, may do any one or any other notice more of any kindthe following (and, if more than one, either concurrently or independently, and in such order as Lender may determine in its discretion), all without regard to the adequacy or value of which are hereby expressly waivedthe security for the Indebtedness: (a) Enter upon and take possession of the Premises without the appointment of a receiver, anything contained herein or an application therefor; at its option, operate the Premises; at its option, exclude Borrower and its agents and employees wholly therefrom; at its option, employ a managing agent of the Premises; and at its option, exercise any one or more of the rights and powers of Borrower to the same extent as Borrower could, either in its own name, or in the Notes name of Borrower; and, with or without taking possession of the Premises, receive the rents, incomes, issues, profits and revenues of the Premises and of any business conducted at the Premises. Lender shall have no obligation to discharge any duties of a landlord to any Tenant or to incur any liability as a result of any exercise by Lender of any rights hereunder; and Lender shall not be liable for any failure to collect rents, issues, profits or revenues, nor liable to account for any rents, incomes, issues, profits or revenues unless actually received by Lender. (b) Apply, as a matter of strict right, without notice and without regard to the contrary notwithstanding. Upon the occurrence or existence solvency of any Event party bound for its payment, for the appointment of Default described a receiver to take possession of and to operate the Premises and to collect and apply the incomes, rents, issues, profits and revenues thereof. (c) Pay, perform or observe any term, covenant or condition of this Instrument and any of the other Loan Documents and all payments made or costs or expenses incurred by Lender in Sections 6.1(f) connection therewith shall be secured hereby and 6.1(g)shall be, without demand, immediately and without notice, all outstanding Obligations payable repaid by Borrower hereunder to Lender with interest thereon at the default rate (that is, the interest rate with all default charges) provided in the Note. The necessity for any such actions and the amounts to be paid shall automatically become immediately due be determined by Lender in its discretion. Lender is hereby empowered to enter and payable, without presentment, demand, protest to authorize others to enter upon the Premises or any other notice part thereof for the purpose of performing or observing any kindsuch defaulted term, all of which are covenant or condition without thereby becoming liable to Borrower or any person in possession holding under Borrower. Borrower hereby expressly waived, anything contained herein or in acknowledges and agrees that the Notes to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Lender may exercise any other right, power or remedy granted to it by the Loan Documents or otherwise permitted to it by law, either by suit in equity or by action at law, or both. In the event that (i) a Change of Control shall occur within 180 days following the date of acceleration of the Loans or the exercise of Lender's remedies pursuant to the Loan Documents or (ii) Borrower shall enter into a definitive acquisition agreement within 180 days following the date of acceleration of the Loans or the exercise of Lender's remedies pursuant to the Loan Documents with a Person other than Lender that could result in a Change of Control, then in either case, Borrower expressly agrees to pay (whether or not any Obligations remain outstanding and whether or not Lender has any commitment to make Loans hereunder) to Lender the Prepayment Fee upon the occurrence of either event referenced in subsection (i) or (ii) of this sentence. Borrower's express agreement to pay the Prepayment Fee pursuant to the terms set forth in the previous sentence shall survive the termination of this Loan Agreement.Subsection 3.02

Rights of Lender Upon Default. Upon If a Default shall have occurred and be continuing, then the entire Secured Obligations shall, at the option of Lender, immediately become due and payable without notice or demand, time being of the essence, and Lender, at its option, may do any one or more of the following (and, if more than one, either concurrently or independently, and in such order as Lender may determine in its discretion), all without regard to the adequacy or value of the security for the Secured Obligations: (a) Enter upon and take possession of the Premises without the appointment of a receiver, or an application therefor; at its option, operate the Premises; at its option, exclude Borrower and its agents and employees wholly therefrom; at its option, employ a managing agent of the Premises; and at its option, exercise any one or more of the rights and powers of Borrower to the same extent as Borrower could, either in its own name, or in the name of Borrower; and receive the rents, incomes, issues and profits of the Premises. Lender shall have no obligation to discharge any duties of a landlord to any tenant or to incur any liability as a result of any exercise by Lender of any rights hereunder; and Lender shall not be liable for any failure to collect rents, issues, profits or revenues, nor be liable to account for any rents, issues, profits or revenues unless actually received by Lender. (b) Apply, as a matter of strict right, without notice and without regard to the solvency of Borrower or any party bound for payment of the Secured Obligations, for the appointment of a receiver to take possession of and to operate the Premises and to collect and apply the incomes, rents, issues, profits and revenues thereof. (c) Pay, perform or observe any term, covenant or condition of this Mortgage and any of the other Mortgage Documents and all reasonable payments made or reasonable costs or expenses incurred by Lender in connection therewith shall be secured hereby and shall be, without demand, immediately repaid by Borrower to Lender with interest thereon at the rate of interest applicable upon the occurrence or existence and during the continuance of any Event of Default (other than an Event of Default referred as determined in accordance with the Note Agreement (the "Default Rate"). The necessity for any such actions and the amounts to be paid shall be determined by Lender in Sections 6.1(fits discretion. Lender is hereby empowered to enter and to authorize others to enter upon the Premises or any part thereof for the purpose of performing or observing any such defaulted term, covenant or condition without thereby becoming liable to Borrower or any person in possession holding under Borrower. Borrower hereby acknowledges and agrees that the remedies set forth in this Paragraph 3.2.3 shall be exercisable by Lender, and any and all payments made or costs or expenses incurred by Lender in connection therewith shall be secured hereby and shall be, without demand, immediately repaid by Borrower with interest thereon at the Default Rate, notwithstanding the fact that such remedies were exercised and such reasonable payments made and reasonable costs incurred by Lender after the filing by Borrower of a voluntary case or the filing against Borrower of an involuntary case pursuant to or within the meaning of Bankruptcy Code, Title 11 U.S.C., or after any similar action pursuant to any other debtor relief law (whether statutory, common law, case law or otherwise) and 6.1(g)) and at of any time thereafter during the continuance of such Event of Defaultjurisdiction whatsoever, Lender maynow or hereafter in effect, by written notice which may be or become applicable to Borrower, declare Lender, the Secured Obligations or any of the Mortgage Documents. All interest provided for in this Subsection shall be payable on demand and shall be calculated from the date such payment was due to the date paid on the basis of a year consisting of 360 days. (d) At any time, at Lender's election, proceed at law or equity or otherwise to foreclose the lien of this Mortgage as against all outstanding Obligations payable or any part of the Premises, subject to such Leases, tenant contracts and rental agreements as Lender shall at its option designate. All reasonable costs and expenses incurred by Borrower hereunder Lender, including but not limited to be immediately attorneys' fees as provided for in this Mortgage or any other Mortgage Document, shall thereupon become due and payable without presentment, demand, protest as part of the Secured Obligations and may be collected and recovered hereunder. (e) Proceed by a suit or any other notice of any kind, all of which are hereby expressly waived, anything contained herein suits in law or in the Notes to the contrary notwithstanding. Upon the occurrence or existence of any Event of Default described in Sections 6.1(f) and 6.1(g), immediately and without notice, all outstanding Obligations payable by Borrower hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Notes to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Lender may exercise any other right, power or remedy granted to it by the Loan Documents or otherwise permitted to it by law, either by suit in equity or by action at law, any other appropriate proceeding or both. In the event that remedy (i) a Change of Control shall occur within 180 days following the date of acceleration to enforce payment of the Loans Secured Obligations or the exercise performance of Lender's remedies pursuant to any term, covenant, condition or agreement of this Mortgage or any of the Loan other Mortgage Documents or any other right or (ii) Borrower shall enter into to pursue any other remedy available to Lender. (f) Lender may apply any moneys and proceeds received by Lender as a definitive acquisition agreement within 180 days following the date of acceleration result of the Loans or the exercise by Lender of Lender's remedies pursuant to the Loan Documents with a Person other than any right conferred under this Section 3.2 in such order as Lender that could result in a Change of Control, then in either case, Borrower expressly agrees to pay (whether or not any Obligations remain outstanding and whether or not Lender has any commitment to make Loans hereunder) to Lender the Prepayment Fee upon the occurrence of either event referenced in subsection its discretion may elect against (i) all reasonable costs and expenses of the sale of the Premises or any part thereof or any interest in connection therewith, including without limitation such attorneys' fees as a court may determine to be reasonable or just or, at the option of Lender, ten percent (ii10%) of this sentencethe original principal amount of the Note, and costs of abstracts of title and all reasonable costs and expenses of entering upon, taking possession of, removal from, holding, operating and managing the Premises or any part thereof, as the case may be, together with any taxes, assessments or other charges which Lender may consider it necessary (v) any other amounts owing under the Note Documents; and (vi) accrued interest and charges on any or all of the foregoing. Borrower's express agreement The remainder, if any, shall be paid to pay the Prepayment Fee pursuant to the terms set forth in the previous sentence shall survive the termination of this Loan AgreementBorrower or any person or entity lawfully entitled thereto.

Rights of Lender Upon Default. Upon the occurrence or existence of any Event of Default (other than an Event of Default referred to in Sections 6.1(f) and 6.1(g)) and at any time thereafter during the continuance of such Event of Default, Lender may, in its sole discretion, by written notice to Borrower, either (i) immediately declare all outstanding Obligations obligations payable by Borrower hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Notes to the contrary notwithstanding, or (ii) rescind the Membership Interest Purchase Agreement and all documents and agreements entered into in connection therewith. Upon the occurrence or existence of any an Event of Default described in Sections 6.1(f) and 6.1(gDefault, the interest rate on this Note shall increase to a rate per annum equal to two percent (2%), immediately simple interest, per annum until such default is cured, and without notice, all outstanding Obligations is payable by Borrower hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or together with the Principal amount hereof in accordance with the Notes to the contrary notwithstandingpayment terms set forth herein. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Lender may exercise any other right, power or remedy granted to it by the Loan Documents or otherwise permitted to it by law, either by suit in equity or by action at law, or both. In If Lender elects to rescind the event that (i) a Change Membership Interest Purchase Agreement and all documents and agreements entered into in connection therewith, Borrower hereby irrevocably constitutes and appoints Lender as its attorney-in-fact, with full power of Control shall occur within 180 days following substitution, to take all actions necessary, including executing documents on and for Borrower’s behalf, to effectuate the date of acceleration rescission of the Loans or the exercise of Lender's remedies pursuant Membership Interest Purchase Agreement and all documents and agreements entered into in connection therewith. Notwithstanding anything to the Loan Documents or (ii) contrary in this Note, Borrower shall enter into a definitive acquisition agreement within 180 have five (5) business days following the date from Borrower’s receipt of acceleration notice of the Loans or the exercise Event of Lender's remedies pursuant to the Loan Documents with a Person other than Lender that could result in a Change of ControlDefault, then in either case, Borrower expressly agrees to pay (whether or not any Obligations remain outstanding and whether or not Lender has any commitment to make Loans hereunder) to Lender the Prepayment Fee upon the occurrence of either event referenced in subsection (i) or (ii) of this sentence. Borrower's express agreement to pay the Prepayment Fee pursuant to the terms set forth which notice shall be deemed served in the previous sentence shall survive same manner as under the termination Membership Interest Purchase Agreement, to cure such Event of this Loan AgreementDefault.

Rights of Lender Upon Default. Upon the occurrence or existence of (a) Whenever any Event of Default (other than an Event of Default referred to in Sections 6.1(fSection 7 hereof shall have occurred and be continuing, the Lender may take one or more of the following remedial steps: (i) declare the entire principal amount of, and 6.1(g)) interest on, the Loan to be due and at any time thereafter during payable forthwith (provided that upon the continuance occurrence of such an Event of DefaultDefault described in Section 7(e) or Section 7(f), Lender mayall such amounts and all other obligations hereunder or under any other Loan Document shall, by written notice to Borrowerin each case, declare all outstanding Obligations payable by Borrower hereunder to be immediately automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived), whereupon the Loan shall become forthwith, immediately due and payable, both as to principal and interest, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Notes Loan to the contrary notwithstanding. Upon ; (ii) take any action at law or in equity to collect the occurrence payments then due and thereafter to become due under the Loan or existence to enforce performance and observance of any Event obligation, agreement or covenant of Default described Holdings or Borrower under this Agreement; (iii) take possession of the Loan Parties’ interest in Sections 6.1(f) and 6.1(gthe Collateral without terminating this Agreement (including, without limitation filing the Intellectual Property Security Agreement held in escrow), immediately and without noticepursue remedies of a creditor under the UCC and assign, all outstanding Obligations payable by Borrower hereunder sell or lease, or otherwise dispose of the Loan Parties’ interest in the Collateral for the account of the applicable Loan Party, and the Loan Parties shall automatically become then be liable for the difference between the Loan payments and other amounts due under this Agreement and amounts received pursuant to such assignment or contract of sale or lease or other disposition of the Loan Parties’ interest in the Collateral and the amount of such difference shall then be immediately due and payable. The Borrower hereby agrees that in the event the Lender does take possession of the Collateral as provided herein, the obligation of the Borrower to pay such Loan payments due or to become due under this Agreement shall survive such repossession; (iv) without presentmentfurther notice or demand or legal process, demandenter upon any premises of the Loan Parties and take possession of the Collateral, protest all records and items relating to the Collateral and, at the Lender’s request, the Loan Parties will assemble the Collateral and such records and deliver them to the Lender; and (v) sell the Collateral. At such sale the Lender may sell the Collateral for cash or upon credit or otherwise, at such prices and upon such terms as it deems advisable and the Lender may bid or become purchaser at such sale, free of the right of redemption, which is hereby waived. The Lender may adjourn such sales at the time and place fixed therefor without further notice or advertisement and may sell such Collateral as an entirety or in separate lots as it deems advisable, but the Lender shall not be obligated to sell all or any part of such Collateral at the time and place fixed for such sale if it determines not to do so. Upon the institution of any such action hereunder by the Lender, the Lender shall be entitled to the appointment of a receiver for the Collateral without proof of the depreciation of the value of same. (b) If the Lender shall have proceeded to enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Lender, then Borrower, Holdings and the Lender shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of Borrower, Holdings and the Lender shall continue as though no such proceedings had taken place. (c) No remedy herein conferred or reserved to the Lender is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Lender to exercise any remedy reserved to it in this Section, it shall not be necessary to give notice other than such notice as may be required in this Section. (d) In addition to the above remedies, if the Loan Parties commit a breach, or threatens to commit a breach of this Agreement or any other notice Loan Document, the Lender shall have the right and remedy, without posting bond or other security, to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Lender and that money damages will not provide an adequate remedy therefor. (e) In the event any Loan Party should default under any of the provisions of this Agreement or any other Loan Document and the Lender shall require and employ attorneys or incur other expenses for the collection of payments due or to become due for the enforcement or performance or observance of any kind, all obligation or agreement on the part of which are hereby expressly waived, anything the Loan Parties contained herein or in any other Loan Document, the Notes Borrower shall on demand therefor pay to the contrary notwithstanding. In addition Lender, the reasonable fees of such attorneys and other expenses so incurred by the Lender. (f) The Lender shall not be required to the foregoing remedies, upon the occurrence do any act whatsoever or existence of any Event of Default, Lender may exercise any other right, power or remedy granted diligence whatsoever to it by mitigate the Loan Documents or otherwise permitted to it by law, either by suit in equity or by action at law, or both. In the event that (i) a Change of Control shall occur within 180 days following the date of acceleration of the Loans or the exercise of Lender's remedies pursuant damages to the Loan Documents or (ii) Borrower Parties if an Event of Default shall enter into a definitive acquisition agreement within 180 days following the date of acceleration of the Loans or the exercise of Lender's remedies pursuant to the Loan Documents with a Person other than Lender that could result in a Change of Control, then in either case, Borrower expressly agrees to pay (whether or not any Obligations remain outstanding and whether or not Lender has any commitment to make Loans occur hereunder) to Lender the Prepayment Fee upon the occurrence of either event referenced in subsection (i) or (ii) of this sentence. Borrower's express agreement to pay the Prepayment Fee pursuant to the terms set forth in the previous sentence shall survive the termination of this Loan Agreement.

Rights of Lender Upon Default. Upon the occurrence or existence of a) Whenever any Event of Default (other than an Event of Default referred to in Sections 6.1(fSection 8 hereof shall have occurred and be continuing, the Lender may take one or more of the following remedial steps: (i) and 6.1(g)) and at any time thereafter during declare the continuance entire principal amount of such Event of Default, Lender may, by written notice to Borrower, declare all outstanding Obligations payable by Borrower hereunder the Note to be immediately due and payable forthwith, whereupon the Note shall become forthwith, due and payable, both as to principal and interest, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Notes Note to the contrary notwithstanding. Upon ; (ii) take any action at law or in equity to collect the occurrence payments then due and thereafter to become due under the Note or existence to enforce performance and observance of any Event obligation, agreement or covenant of Default described the Borrower under this Agreement; (iii) take possession of the Borrower's interest in Sections 6.1(f) the Collateral without terminating this Agreement (including, without limitation filing the Patent, Trademark and 6.1(gCopyright Security Agreement held in escrow), immediately and without noticepursue remedies of a creditor under the Uniform Commercial Code and assign, all outstanding Obligations payable by sell or lease, or otherwise dispose of the Borrower's interest in the collateral for the account of the Borrower, and the Borrower hereunder shall automatically become then be liable for the difference between the loan payments and other amounts due under this Agreement and the Note and amounts received pursuant to such assignment or contract of sale or lease or other disposition of the Borrower's interest in the Collateral and the amount of such difference shall then be immediately due and payable. The Borrower hereby agrees that in the event the Lender does take possession of the Collateral as provided herein, the obligation of the Borrower to pay such loan payments due or to become due under this Agreement and Note shall survive such repossession; (iv) without presentmentfurther notice or demand or legal process, demandenter upon any premises of the Borrower and take possession of the Collateral, protest all records and items relating to the Collateral and, at the Lender's request, the Borrower will assemble the Collateral and such records and deliver them to the Lender; (v) sell the Collateral but the Lender shall give the Borrower reasonable notice of the time and place of any public sale of such Collateral or of the time after which any private sale or other intended disposition thereof is to be made. The requirement of reasonable notice shall be met if notice of the sale or other intended disposition is (1) mailed (by certified mail, postage paid) to the Borrower at least ten (10) days prior to the time of such sale or disposition or (2) delivered to the Borrower at least five (5) days prior to the time of such sale or disposition. At such sale the Lender may sell the Collateral for cash or upon credit or otherwise, at such prices and upon such terms as it deems advisable and the Lender may bid or become purchaser at such sale, free of the right of redemption, which is hereby waived. The Lender may adjourn such sales at the time and place fixed therefor without further notice or advertisement and may sell such Collateral as an entirety or in separate lots as it deems advisable, but the Lender shall not be obligated to sell all or any other notice part of such Collateral at the time and place fixed for such sale if it determines not to do so. Upon the institution of any kindsuch action hereunder by the Lender, the Lender shall be entitled to the appointment of a receiver for the Collateral without proof of the depreciation of the value of same. b) If the Lender shall have proceeded to enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Lender, then the Borrower and the Lender shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of which are hereby expressly waivedthe Borrower and the Lender shall continue as though no such proceedings had taken place. c) No remedy herein conferred or reserved to the Lender is intended to be exclusive of any other available remedy or remedies, anything contained herein but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Notes Lender to the contrary notwithstanding. exercise any remedy reserved to it in this Section, it shall not be necessary to give notice other than such notice as may be required in this Section. d) In addition to the foregoing above remedies, upon if the occurrence or existence of any Event of Default, Lender may exercise any other right, power or remedy granted to it by the Loan Documents or otherwise permitted to it by law, either by suit in equity or by action at lawBorrower commits a breach, or both. threatens to commit a breach of this Agreement, the Lender shall have the right and remedy, without posting bond or other security, to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Lender and that money damages will not provide an adequate remedy therefor. e) In the event that (ithe Borrower should default under any of the provisions of this Agreement and the Lender shall require and employ attorneys or incur other expenses for the collection of payments due or to become due for the enforcement or performance or observance of any obligation or agreement on the part of the Borrower herein contained, the Borrower shall on demand therefor pay to the Lender, the reasonable fees of such attorneys and other expenses so incurred by the Lender. f) a Change The Lender shall not be required to do any act whatsoever or exercise any diligence whatsoever to mitigate the damages to the Borrower if an Event of Control Default shall occur within 180 days following the date of acceleration of the Loans or the exercise of Lender's remedies pursuant to the Loan Documents or (ii) Borrower shall enter into a definitive acquisition agreement within 180 days following the date of acceleration of the Loans or the exercise of Lender's remedies pursuant to the Loan Documents with a Person other than Lender that could result in a Change of Control, then in either case, Borrower expressly agrees to pay (whether or not any Obligations remain outstanding and whether or not Lender has any commitment to make Loans hereunder) to Lender the Prepayment Fee upon the occurrence of either event referenced in subsection (i) or (ii) of this sentence. Borrower's express agreement to pay the Prepayment Fee pursuant to the terms set forth in the previous sentence shall survive the termination of this Loan Agreement.

Rights of Lender Upon Default. Upon (a) Without limiting the occurrence or existence rights of any Event of Default (other than the Lender as contained in the Loan Agreement and the Patent Security Agreement, upon an Event of Default referred to in Sections 6.1(f) and 6.1(g)) and at any time thereafter during (a "Post-Default Period") the continuance Lender shall have the remedies of such Event a secured party under the Connecticut Uniform Commercial Code, or the law of Defaultanother jurisdiction if it shall be applicable, including, without limitation, the right to take possession of the Collateral, and for that purpose the Lender may, without legal process, so far as the Borrower can give authority therefor, enter upon any premises on which the Collateral or any part thereof may be situated and remove the same therefrom, provided such entry shall be done lawfully. During a Post-Default Period, the Borrower shall, at the request of the Lender, notify the Account Debtors of the Security Interest of the Lender in any account, and will indicate on all xxxxxxxx to the Account Debtors that the accounts are payable to the Lender. Notwithstanding the foregoing sentence, the Lender may so notify the Account Debtors during a Post-Default Period of the Security Interest of the Lender in any account, and direct the Account Debtors to pay the accounts to the Lender. Any proceeds of accounts thereafter received by written notice the Borrower shall be turned over to Borrower, declare all outstanding Obligations payable by the Lender daily in the exact form in which they are received. (b) The Lender may require the Borrower hereunder during a Post-Default Period to assemble the Collateral and make it available to the Lender at a place to be immediately due designated by the Lender which is reasonably convenient to both parties. Unless the Collateral is perishable or threatens to decline rapidly in value or is of a type customarily sold on a recognized market, the Lender will give the Borrower reasonable notice of the time and payable without presentment, demand, protest place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. The requirements of reasonable notice of any kindshall be met if such notice is mailed, all of which are hereby expressly waivedpostage prepaid, anything contained herein or in the Notes to the contrary notwithstandingaddress of the Borrower shown in paragraph 2(b) hereof at least five days before the time of the scheduled sale or disposition. Upon The Borrower shall be and remain liable for any deficiency remaining after applying the occurrence or existence proceeds of any Event of Default described in Sections 6.1(f) and 6.1(g), immediately and without notice, all outstanding Obligations payable by Borrower hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Notes disposition first to the contrary notwithstanding. In addition reasonable expenses of repossessing, holding, preparing for and executing the sale, reasonable attorney's fees and legal expenses incurred by the Lender in connection therewith, and then to the foregoing remedies, upon the occurrence or existence of any Event of Default, Lender may exercise any other right, power or remedy granted to it by the Loan Documents or otherwise permitted to it by law, either by suit in equity or by action at law, or both. In the event that (i) a Change of Control shall occur within 180 days following the date of acceleration satisfaction of the Loans or the exercise of Lender's remedies pursuant to the Loan Documents or (ii) Borrower shall enter into a definitive acquisition agreement within 180 days following the date of acceleration of the Loans or the exercise of Lender's remedies pursuant to the Loan Documents with a Person other than Lender that could result in a Change of Control, then in either case, Borrower expressly agrees to pay (whether or not any Obligations remain outstanding and whether or not Lender has any commitment to make Loans indebtedness secured hereunder) to Lender the Prepayment Fee upon the occurrence of either event referenced in subsection (i) or (ii) of this sentence. Borrower's express agreement to pay the Prepayment Fee pursuant to the terms set forth in the previous sentence shall survive the termination of this Loan Agreement.