Common use of Specific Remedies Clause in Contracts

Specific Remedies. Upon the occurrence and during the continuance of any Event of Default: (a) Lender may cease advancing money or extending credit to or for the benefit of Borrower under this Agreement, under any other Loan Document, or under any other agreement between Borrower and Lender. (b) Lender may declare all Obligations to be due and payable immediately, whereupon they shall immediately become due and payable without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived by Borrower. (c) Lender may set off against the Obligations all Collateral, balances, credits, deposits, accounts, or moneys of Borrower then or thereafter held with Lender, including amounts represented by certificates of deposit. (d) Lender may pay, purchase, contest, or compromise any encumbrance, charge or Lien that, in the opinion of Lender, appears to be prior or superior to its Lien and pay all reasonable expenses incurred in connection therewith. (e) Lender may (i) notify Account Debtors to make payment on Account directly to Lender; (ii) settle, adjust, compromise, extend or renew Accounts, whether before or after legal proceedings to collect such Accounts have commenced; (iii) prepare and file any bankruptcy proofs of claim or similar documents against any Account Debtor; (iv) prepare and file any notice, assignment, satisfaction, or release of Lien, UCC termination statement or any similar document; (v) sell or assign Accounts, individually or in bulk, upon such terms, for such amounts, and at such time or times as Lender deems advisable; and (vi) complete the performance required of Borrower or a Guarantor under any contract or agreement to which Borrower is a party and out of which Accounts arise or may arise. (f) Lender may (i) endorse Borrower's name on all checks, notes, drafts, money orders or other forms of payment of or security for Accounts or other Collateral; (ii) sign Borrower's name on drafts drawn on Account Debtors or issuers of letters of credit; and (iii) notify the postal authorities in Borrower's name to change the address for delivery of Borrower's mail to an address designated by Lender, receive and open all mail addressed to Borrower, copy all mail, return all mail relating to Collateral, and hold all other mail available for pickup by Borrower.

Specific Remedies. Upon the occurrence and during the continuance of any Event of Default: (a) Lender may cease advancing money or extending credit to or for the benefit of Borrower under this Agreement, under any other the Loan Document, Agreement or under any other agreement between Borrower and Lender. (b) Lender may declare all Obligations to be due and payable immediately, whereupon they shall immediately become due and payable without presentment, demand, protest, protest or notice of any kind, all of which are hereby expressly waived by Borrower.; (c) Lender may set off against the Obligations all Collateral, balances, credits, deposits, accounts, accounts or moneys of Borrower then or thereafter held with Lender, including amounts represented by certificates of deposit.; (d) Lender may pay, purchase, contest, or compromise any encumbrance, charge or Lien that, in the opinion of notify licensees to make royalty payments on license agreements directly to Lender, appears to be prior or superior to its Lien and pay all reasonable expenses incurred in connection therewith.; (e) Lender may (i) notify Account Debtors to make payment on Account directly to Lender; (ii) settle, adjust, compromise, extend or renew Accounts, whether before or after legal proceedings to collect such Accounts have commenced; (iii) prepare and file any bankruptcy proofs of claim or similar documents against any Account Debtor; (iv) prepare and file any notice, assignment, satisfaction, or release of Lien, UCC termination statement or any similar document; (v) sell or assign Accounts, individually the Collateral and associated goodwill at public or in bulk, upon such terms, private sale for such amounts, and at such time or times as Lender deems advisable; . Any requirement of reasonable notice of any disposition of the Collateral shall be satisfied if such notice is sent to Borrower ten (10) days prior to such disposition. Borrower shall be credited with the net proceeds of such sale only when they are actually received by Lender, and (vi) complete Borrower shall continue to be liable for any deficiency remaining after the performance required of Borrower Collateral is sold or a Guarantor under any contract or agreement to which Borrower is a party and out of which Accounts arise or may arise.collected; (f) If the sale is to be a public sale, Lender shall also give notice of the time and place by publishing a notice one time at least ten (10) calendar days before the date of the sale in a newspaper of general circulation in the county in which the sale is to be held; and (g) To the maximum extent permitted by applicable law, Lender may (i) endorse Borrower's name on be the purchaser of any or all checksof the Collateral and associated goodwill at any public sale and shall be entitled, notes, drafts, money orders for the purpose of bidding and making settlement or other forms of payment of the purchase price for all or security for Accounts any portion of the Collateral sold at any public sale, to use and apply all or other Collateral; (ii) sign Borrower's name any part of the Obligations as a credit on drafts drawn on Account Debtors or issuers account of letters the purchase price of credit; and (iii) notify the postal authorities in Borrower's name to change the address for delivery of Borrower's mail to an address designated any Collateral payable by Lender, receive and open all mail addressed to Borrower, copy all mail, return all mail relating to Collateral, and hold all other mail available for pickup by BorrowerLender at such sale.

Specific Remedies. Upon a Default by the Company, MGM shall have the following remedies: (a) Notwithstanding any provision to the contrary contained herein, if the Event of Default that occurred is one pursuant to Section 13.01(a), (b), (g) or (h) (collectively, a “Monetary Default”), then, subject to the terms of this Section 13.03(a), MGM shall have any and all rights and remedies provided to MGM at law or in equity or otherwise. Upon the occurrence of a Monetary Default, interest on the sums not paid shall be calculated at the Default Rate until either MGM is paid in full or the Monetary Default is cured. The Company shall have a period of six (6) months from the occurrence of a Monetary Default (“Monetary Default Cure Period”) to cure the Monetary Default (and MGM shall not exercise any of its rights or remedies hereunder, including acceleration), provided, however, MGM may extend the Monetary Default Cure Period at its discretion. During the Monetary Default Cure Period, MGM shall provide reasonable assistance to the Company with any negotiations or discussions that Company shall have with any then existing Senior Lenders. At any time during the continuance Monetary Default Cure Period, any then existing Senior Lender shall have the right to cure on behalf of the Company. Following the Monetary Default Cure Period, MGM may, with respect to a Monetary Default, by notice to the Company, declare the Convertible Note to be, and the Convertible Note shall thereon become immediately due and payable. Moreover, following the Monetary Default Cure Period, if any Monetary Default has occurred and is continuing, and irrespective of whether any Convertible Note has been declared immediately due and payable hereunder, MGM may proceed to protect and enforce its rights by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any Event of Default: (a) Lender may cease advancing money agreement contained herein or extending credit to in any Convertible Note, or for an injunction against a violation of any of the benefit of Borrower under this Agreement, under any other Loan Documentterms hereof or thereof, or under in aid of the exercise of any other agreement between Borrower and Lender. power granted hereby or thereby or by Law or otherwise. (b) Lender may declare all Obligations If the Event of Default that occurred, is one pursuant to be due and payable immediatelySection 13.01(c), whereupon they shall immediately become due and payable without presentment(d), demand, protest(i), or notice of (j) (collectively, “Non-Monetary Default”), then, subject to any kindcure period specified in such subsection above, MGM shall have any and all of which are hereby expressly waived by Borrower. (c) Lender may set off against rights and remedies provided to MGM at law or in equity, provided, however, if the Obligations all Collateral, balances, credits, deposits, accounts, or moneys of Borrower then or thereafter held with Lender, including amounts represented by certificates of deposit. (d) Lender may pay, purchase, contest, or compromise any encumbrance, charge or Lien that, Company is diligently pursuing a cure and such cure cannot be completed in the opinion of Lenderrespective cure period, appears to if any, then such cure period, if any, shall be prior or superior to its Lien and pay all reasonable expenses incurred in connection therewith. (e) Lender may (i) notify Account Debtors to make payment on Account directly to Lender; (ii) settle, adjust, compromise, extend or renew Accounts, whether before or after legal proceedings to collect such Accounts have commenced; (iii) prepare and file any bankruptcy proofs of claim or similar documents against any Account Debtor; (iv) prepare and file any notice, assignment, satisfaction, or release of Lien, UCC termination statement or any similar document; (v) sell or assign Accounts, individually or in bulk, upon such terms, for such amounts, and at extended by such time as it takes to cure the Non-Monetary Default (not to exceed a thirty (30) day extension). Upon the occurrence of a Non-Monetary Default, interest on the sums not paid shall be calculated at the Default Rate until either MGM is paid in full or times as Lender deems advisable; and (vithe Non-Monetary Default is cured. If an Event of Default that occurred is one pursuant to Section 13.01(e) complete the performance required of Borrower or a Guarantor under any contract or agreement to which Borrower is a party and out of which Accounts arise or may arise. (f) Lender may (i) endorse Borrower's name on all checks), notes, drafts, money orders or other forms of payment of or security for Accounts or other Collateral; (ii) sign Borrower's name on drafts drawn on Account Debtors or issuers of letters of credit; and (iii) notify the postal authorities in Borrower's name to change the address for delivery of Borrower's mail to an address designated by Lender, receive and open all mail addressed to Borrower, copy all mail, return all mail relating to Collateral, and hold all other mail available for pickup by Borrower.31

Specific Remedies. Upon the occurrence and during the continuance of any Event of Default: (a) Lender GBCC may cease advancing money notify licensees to make royalty payments on any license or extending credit other similar agreements relating to or for the benefit of Borrower under this Agreement, under any other Loan Document, or under any other agreement between Borrower and LenderCollateral directly to GBCC. (b) Lender GBCC may declare all Obligations to be due and payable immediately, whereupon they shall immediately become due and payable without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived by Borrower. (c) Lender may set off against the Obligations all Collateral, balances, credits, deposits, accounts, or moneys of Borrower then or thereafter held with Lender, including amounts represented by certificates of deposit. (d) Lender may pay, purchase, contest, or compromise any encumbrance, charge or Lien that, in the opinion of Lender, appears to be prior or superior to its Lien and pay all reasonable expenses incurred in connection therewith. (e) Lender may (i) notify Account Debtors to make payment on Account directly to Lender; (ii) settle, adjust, compromise, extend or renew Accounts, whether before or after legal proceedings to collect such Accounts have commenced; (iii) prepare and file any bankruptcy proofs of claim or similar documents against any Account Debtor; (iv) prepare and file any notice, assignment, satisfaction, or release of Lien, UCC termination statement or any similar document; (v) sell or assign Accounts, individually reassign the Collateral and associated goodwill at public or in bulk, upon such terms, private sale for such amounts, and at such time or times as Lender GBCC deems advisable; . Any requirements of reasonable notice of any disposition of the Collateral shall be satisfied if such notice is sent to Company five (5) days prior to such disposition. Company shall be credited with the net proceeds of such sale only when they are actually received by GBCC, and (vi) complete Company shall continue to be liable for any deficiency remaining after the performance required of Borrower Collateral is sold or a Guarantor under any contract or agreement to which Borrower is a party and out of which Accounts arise or may arisecollected. (fc) Lender If the sale is to be a public sale, GBCC shall also give notice of the time and place by publishing a notice one time at least five (5) calendar days before the date of the sale in a newspaper of general circulation in the county in which the sale is to be held. (d) To the maximum extent permitted by applicable law, GBCC may (i) endorse Borrower's name on be the purchaser of any or all checksof the Collateral and associated goodwill at any public sale and shall be entitled, notes, drafts, money orders for the purpose of bidding and making settlement or other forms of payment of the purchase price for all or security for Accounts any portion of the Collateral sold at any public sale, to use and apply all or any part of the obligations owned by Company to GBCC as a credit on account of the purchase price of any Collateral payable by GBCC at such sale. (e) GBCC may exercise any and all other Collateral; (ii) sign Borrower's name on drafts drawn on Account Debtors rights and remedies available to it as a secured party under applicable law or issuers the Uniform Commercial Code regardless of letters whether any part of credit; and (iii) notify the postal authorities in Borrower's name Collateral is subject to change the address for delivery of Borrower's mail to an address designated by Lender, receive and open all mail addressed to Borrower, copy all mail, return all mail relating to CollateralUniform Commercial Code, and hold all other mail may exercise any rights and remedies available for pickup by Borrowerto it under the Loan Agreement as the result of such Event of Default as if the Collateral hereunder were Collateral under the Loan Agreement.

Specific Remedies. Upon the occurrence and during the continuance of any Event of Default: (a) Lender Bank may cease advancing money or extending credit to or for the benefit of Borrower under this Agreement, under any other the Loan Document, Agreement or under any other agreement between Borrower and LenderBank. (b) Lender Bank may declare all Obligations to be due and payable immediately, whereupon they shall immediately become due and payable without presentment, demand, protest, protest or notice of any kind, all of which are hereby expressly waived by Borrower.; (c) Lender Bank may set off against the Obligations all Collateral, balances, credits, deposits, accounts, accounts or moneys of Borrower then or thereafter held with LenderBank, including amounts represented by certificates of deposit.; (d) Lender Bank may pay, purchase, contest, or compromise any encumbrance, charge or Lien that, in the opinion of Lender, appears notify licensees to be prior or superior make royalty payments on license agreements directly to its Lien and pay all reasonable expenses incurred in connection therewith.Bank; (e) Lender Bank may (i) notify Account Debtors to make payment on Account directly to Lender; (ii) settle, adjust, compromise, extend or renew Accounts, whether before or after legal proceedings to collect such Accounts have commenced; (iii) prepare and file any bankruptcy proofs of claim or similar documents against any Account Debtor; (iv) prepare and file any notice, assignment, satisfaction, or release of Lien, UCC termination statement or any similar document; (v) sell or assign Accounts, individually the Collateral and associated goodwill at public or in bulk, upon such terms, private sale for such amounts, and at such time or times as Lender Bank deems advisable; . Any requirement of reasonable notice of any disposition of the Collateral shall be satisfied if such notice is sent to Borrower ten (10) days prior to such disposition. Borrower shall be credited with the net proceeds of such sale only when they are actually received by Bank, and (vi) complete Borrower shall continue to be liable for any deficiency remaining after the performance required of Borrower Collateral is sold or a Guarantor under any contract or agreement to which Borrower is a party and out of which Accounts arise or may arise.collected; (f) Lender If the sale is to be a public sale, Bank shall also give notice of the time and place by publishing a notice one time at least ten (10) calendar days before the date of the sale in a newspaper of general circulation in the county in which the sale is to be held; and (g) To the maximum extent permitted by applicable law, Bank may (i) endorse Borrower's name on be the purchaser of any or all checksof the Collateral and associated goodwill at any public sale and shall be entitled, notes, drafts, money orders for the purpose of bidding and making settlement or other forms of payment of the purchase price for all or security for Accounts any portion of the Collateral sold at any public sale, to use and apply all or other Collateral; (ii) sign Borrower's name any part of the Obligations as a credit on drafts drawn on Account Debtors or issuers account of letters the purchase price of credit; and (iii) notify the postal authorities in Borrower's name to change the address for delivery of Borrower's mail to an address designated any Collateral payable by Lender, receive and open all mail addressed to Borrower, copy all mail, return all mail relating to Collateral, and hold all other mail available for pickup by BorrowerBank at such sale.

Specific Remedies. Upon the occurrence and during the continuance of any Event of Default, as described in the Loan Agreement: (a) Lender Paragon may cease advancing money or extending credit to or for the benefit of Borrower under this Agreement, under any other the Loan Document, Agreement or under any other agreement between Borrower and LenderParagon. (b) Lender Paragon may declare all Obligations to be due and payable immediately, whereupon they shall immediately become due and payable without presentment, demand, protest, protest or notice of any kind, all of which are hereby expressly waived by Borrower.; (c) Lender Paragon may set off against the Obligations all Collateral, balances, credits, deposits, accounts, accounts or moneys of Borrower then or thereafter held with LenderParagon, including amounts represented by certificates of deposit.; (d) Lender Paragon may pay, purchase, contest, or compromise any encumbrance, charge or Lien that, in the opinion of Lender, appears notify licensees to be prior or superior make royalty payments on license agreements directly to its Lien and pay all reasonable expenses incurred in connection therewith.Paragon; (e) Lender Paragon may (i) notify Account Debtors to make payment on Account directly to Lender; (ii) settle, adjust, compromise, extend or renew Accounts, whether before or after legal proceedings to collect such Accounts have commenced; (iii) prepare and file any bankruptcy proofs of claim or similar documents against any Account Debtor; (iv) prepare and file any notice, assignment, satisfaction, or release of Lien, UCC termination statement or any similar document; (v) sell or assign Accounts, individually the Collateral and associated goodwill at public or in bulk, upon such terms, private sale for such amounts, and at such time or times as Lender Paragon deems advisable; . Any requirement of reasonable notice of any disposition of the Collateral shall be satisfied if such notice is sent to Borrower ten (10) days prior to such disposition. Borrower shall be credited with the net proceeds of such sale only when they are actually received by Paragon, and (vi) complete Borrower shall continue to be liable for any deficiency remaining after the performance required of Borrower Collateral is sold or a Guarantor under any contract or agreement to which Borrower is a party and out of which Accounts arise or may arise.collected; (f) Lender If the sale is to be a public sale, Paragon shall also give notice of the time and place by publishing a notice one time at least ten (10) calendar days before the date of the sale in a newspaper of general circulation in the county in which the sale is to be held; and (g) To the maximum extent permitted by applicable law, Paragon may (i) endorse Borrower's name on be the purchaser of any or all checksof the Collateral and associated goodwill at any public sale and shall be entitled, notes, drafts, money orders for the purpose of bidding and making settlement or other forms of payment of the purchase price for all or security for Accounts any portion of the Collateral sold at any public sale, to use and apply all or other Collateral; (ii) sign Borrower's name any part of the Obligations as a credit on drafts drawn on Account Debtors or issuers account of letters the purchase price of credit; and (iii) notify the postal authorities in Borrower's name to change the address for delivery of Borrower's mail to an address designated any Collateral payable by Lender, receive and open all mail addressed to Borrower, copy all mail, return all mail relating to Collateral, and hold all other mail available for pickup by BorrowerParagon at such sale.

Specific Remedies. Upon the occurrence and during the continuance of any Event of Default, subject in each case to the terms of the Intercreditor Agreement: (a) Lender may cease advancing money or extending credit to or for the benefit of Borrower under this Agreement, under any other Loan Document, or under any other agreement between Borrower and Lender. (b) Lender may declare all Obligations to be due and payable immediately, whereupon they shall immediately become due and payable without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived by Borrower. (cb) Lender may set off against the Obligations all Collateral, balances, credits, deposits, accounts, or moneys of Borrower then or thereafter held with Lender, including amounts represented by certificates of deposit. (c) Lender may enter any premises of Borrower or its Affiliates, with or without judicial process, and take possession of the Collateral; provided however, that Lender may only exercise such remedy if it may do so without a breach of the peace. Lender may remove the Collateral and may remove or copy all records pertaining thereto, or Lender may remain on such premises and use the premises for the purpose of collecting, preparing and disposing of the Collateral, without any liability for rent or occupancy charges. Borrower shall, upon request of Lender, assemble the Collateral and any records pertaining thereto and make them available at a place designated by Lender that is reasonably convenient to both parties. (d) Lender may dispose of the Collateral in its then-existing condition or, at its election, may take such measures as it deems necessary or advisable to improve, process, finish, operation, demonstrate and prepare for sale the Collateral, and may store, ship, reclaim, recover, protect, advertise for sale or lease, and insure the Collateral. Lender may use and operate equipment of Borrower or its Affiliates in order to process or finish inventory included in the Collateral. If any Collateral consists of documents, Lender may proceed either as to the documents or as to the goods represented thereby. (e) Lender may pay, purchase, contest, or compromise any encumbrance, charge or Lien that, in the opinion of Lender, appears to be prior or superior to its Lien and pay all reasonable expenses incurred in connection therewith. (e) Lender may (i) notify Account Debtors to make payment on Account directly to Lender; (ii) settle, adjust, compromise, extend or renew Accounts, whether before or after legal proceedings to collect such Accounts have commenced; (iii) prepare and file any bankruptcy proofs of claim or similar documents against any Account Debtor; (iv) prepare and file any notice, assignment, satisfaction, or release of Lien, UCC termination statement or any similar document; (v) sell or assign Accounts, individually or in bulk, upon such terms, for such amounts, and at such time or times as Lender deems advisable; and (vi) complete the performance required of Borrower or a Guarantor under any contract or agreement to which Borrower is a party and out of which Accounts arise or may arise. (f) Lender may (i) endorse Borrower's or its Affiliates' name on all checks, notes, drafts, money orders or other forms of payment of or security for Accounts or other Collateral; (ii) sign Borrower's or its Affiliates' name on drafts drawn on Account Debtors or issuers of letters of credit; and (iii) notify the postal authorities in Borrower's or its Affiliates' name to change the address for delivery of Borrower's or its Affiliates' mail to an address designated by Lender, receive and open all mail addressed to BorrowerBorrower or an Affiliate, copy all mail, return all mail relating to Collateral, and hold all other mail available for pickup by Borrower or an Affiliate. (g) Lender may sell the Collateral at public or private sale and is not required to repossess Collateral before selling it. Any requirement of reasonable notice of any disposition of the Collateral shall be satisfied if such notice is sent to Borrower, ten (10) days prior to such disposition by any of the methods provided in Section 11.5 hereof. Borrower shall be credited with the net proceeds of such sale only when they are actually received by Lender, and Borrower shall continue to be liable for any deficiency remaining after the Collateral is sold or collected. (h) If the sale is to be a public sale, Lender shall also give notice of the time and place by publishing a notice one time at least five (5) days before the date of the sale in a newspaper of general circulation in the county in which the sale is to be held. (i) To the maximum extent permitted by applicable law, Lender may be the purchaser of any or all of the Collateral at any public sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any public sale, to use and apply all or any part of the Obligations as a credit on account of the purchase price of any Collateral payable by Lender at such sale.

Specific Remedies. Upon the occurrence and during the continuance of any Event of Default: (a) Lender Bank may cease advancing money or extending credit to or for the benefit of Borrower under this Agreement, under any other the Loan Document, Agreement or under any other agreement between Borrower and LenderBank. (b) Lender Bank may declare all Obligations to be due and payable immediately, whereupon they shall immediately become due and payable without presentment, demand, protest, protest or notice of any kind, all of which are hereby expressly waived by Borrower.; (c) Lender After an Event of Default, Bank may set off against the Obligations all Collateral, balances, credits, deposits, accounts, accounts or moneys of Borrower then or thereafter held with LenderBank, including amounts represented by certificates of deposit.; (d) Lender After an Event of Default, Bank may pay, purchase, contest, or compromise any encumbrance, charge or Lien that, in the opinion of Lender, appears notify licensees to be prior or superior make royalty payments on license agreements directly to its Lien and pay all reasonable expenses incurred in connection therewith.Bank; (e) Lender Bank may (i) notify Account Debtors to make payment on Account directly to Lender; (ii) settle, adjust, compromise, extend or renew Accounts, whether before or after legal proceedings to collect such Accounts have commenced; (iii) prepare and file any bankruptcy proofs of claim or similar documents against any Account Debtor; (iv) prepare and file any notice, assignment, satisfaction, or release of Lien, UCC termination statement or any similar document; (v) sell or assign Accounts, individually the Collateral and associated goodwill at public or in bulk, upon such terms, private sale for such amounts, and at such time or times as Lender Bank deems advisable; . Any requirement of reasonable notice of any disposition of the Collateral shall be satisfied if such notice is sent to Borrower ten (10) days prior to such disposition. Borrower shall be credited with the net proceeds of such sale only when they are actually received by Bank, and (vi) complete Borrower shall continue to be liable for any deficiency remaining after the performance required of Borrower Collateral is sold or a Guarantor under any contract or agreement to which Borrower is a party and out of which Accounts arise or may arise.collected; (f) Lender If the sale is to be a public sale, Bank shall also give notice of the time and place by publishing a notice one time at least ten (10) calendar days before the date of the sale in a newspaper of general circulation in the county in which the sale is to be held; and (g) To the maximum extent permitted by applicable law, Bank may (i) endorse Borrower's name on be the purchaser of any or all checksof the Collateral and associated goodwill at any public sale and shall be entitled, notes, drafts, money orders for the purpose of bidding and making settlement or other forms of payment of the purchase price for all or security for Accounts any portion of the Collateral sold at any public sale, to use and apply all or other Collateral; (ii) sign Borrower's name any part of the Obligations as a credit on drafts drawn on Account Debtors or issuers account of letters the purchase price of credit; and (iii) notify the postal authorities in Borrower's name to change the address for delivery of Borrower's mail to an address designated any Collateral payable by Lender, receive and open all mail addressed to Borrower, copy all mail, return all mail relating to Collateral, and hold all other mail available for pickup by BorrowerBank at such sale.

Specific Remedies. Upon a Default by the occurrence and during Company, MGM shall have the continuance of any Event of Defaultfollowing remedies: (a) Notwithstanding any provision to the contrary contained herein, if the Event of Default that occurred is one pursuant to Section 13.01(a), (b), (g) or (h) (collectively, a “Monetary Default”), then, subject to the terms of this Section 13.03(a), MGM shall have any and all rights and remedies provided to MGM at law or in equity or otherwise. Upon the occurrence of a Monetary Default, interest on the sums not paid shall be calculated at the Default Rate until either MGM is paid in full or the Monetary Default is cured. The Company shall have a period of six (6) months from the occurrence of a Monetary Default (“Monetary Default Cure Period”) to cure the Monetary Default (and MGM shall not exercise any of its rights or remedies hereunder, including acceleration), provided, however, MGM may extend the Monetary Default Cure Period at its discretion. During the Monetary Default Cure Period, MGM shall provide reasonable assistance to the Company with any negotiations or discussions that Company shall have with any then existing Senior Lenders. At any time during the Monetary Default Cure Period, any then existing Senior Lender shall have the right to cure on behalf of the Company. Following the Monetary Default Cure Period, MGM may, with respect to a Monetary Default, by notice to the Company, declare the Convertible Note to be, and the Convertible Note shall thereon become immediately due and payable. Moreover, following the Monetary Default Cure Period, if any Monetary Default has occurred and is continuing, and irrespective of whether any Convertible Note has been declared immediately due and payable hereunder, MGM may cease advancing money proceed to protect and enforce its rights by an action at law, suit in equity or extending credit to other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Convertible Note, or for an injunction against a violation of any of the benefit of Borrower under this Agreement, under any other Loan Documentterms hereof or thereof, or under in aid of the exercise of any other agreement between Borrower and Lenderpower granted hereby or thereby or by Law or otherwise. (b) Lender may declare If the Event of Default that occurred, is one pursuant to Section 13.01(c), (d), (i), or (j) (collectively, “Non-Monetary Default”), then, subject to any cure period specified in such subsection above, MGM shall have any and all Obligations rights and remedies provided to MGM at law or in equity, provided, however, if the Company is diligently pursuing a cure and such cure cannot be due completed in the respective cure period, if any, then such cure period, if any, shall be extended by such time as it takes to cure the Non-Monetary Default (not to exceed a thirty (30) day extension). Upon the occurrence of a Non-Monetary Default, interest on the sums not paid shall be calculated at the Default Rate until either MGM is paid in full or the Non-Monetary Default is cured. If an Event of Default that occurred is one pursuant to Section 13.01(e) or (f), subject to the provisions of Section 12.04, the principal of and payable immediately, whereupon they accrued interest on the Convertible Note shall ipso facto become immediately become due and payable without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived by Borrower. (c) Lender may set off against the Obligations all Collateral, balances, credits, deposits, accounts, or moneys of Borrower then or thereafter held with Lender, including amounts represented by certificates of deposit. (d) Lender may pay, purchase, contest, or compromise any encumbrance, charge or Lien that, in the opinion of Lender, appears to be prior or superior to its Lien and pay all reasonable expenses incurred in connection therewith. (e) Lender may (i) notify Account Debtors to make payment on Account directly to Lender; (ii) settle, adjust, compromise, extend or renew Accounts, whether before or after legal proceedings to collect such Accounts have commenced; (iii) prepare and file any bankruptcy proofs of claim or similar documents against any Account Debtor; (iv) prepare and file any notice, assignment, satisfaction, or release of Lien, UCC termination statement or any similar document; (v) sell or assign Accounts, individually or in bulk, upon such terms, for such amounts, and at such time or times as Lender deems advisable; and (vi) complete the performance required of Borrower or a Guarantor under any contract or agreement to which Borrower is a party and out of which Accounts arise or may arise. (f) Lender may (i) endorse Borrower's name on all checks, notes, drafts, money orders declaration or other forms act of payment of or security for Accounts or other Collateral; (ii) sign Borrower's name on drafts drawn on Account Debtors or issuers of letters of credit; and (iii) notify the postal authorities in Borrower's name to change the address for delivery of Borrower's mail to an address designated by Lender, receive and open all mail addressed to Borrower, copy all mail, return all mail relating to Collateral, and hold all other mail available for pickup by BorrowerMGM.

Specific Remedies. Upon the occurrence and during the continuance of any Event of Default: (a) Lender Bank may cease advancing money or extending credit to or for the benefit of Borrower under this Agreement, under any other the Loan Document, Agreement or under any other agreement between Borrower and LenderBank. (b) Lender Bank may declare all Obligations to be due and payable immediately, whereupon they shall immediately become due and payable without presentment, demand, protest, protest or notice of any kind, all of which are hereby expressly waived by Borrower.; (c) Lender After an Event of Default, Bank may set off against the Obligations all Collateral, balances, credits, deposits, accounts, accounts or moneys of Borrower then or thereafter held with LenderBank, including amounts represented by certificates of deposit.; (d) Lender After an Event of Default, Bank may pay, purchase, contest, or compromise any encumbrance, charge or Lien that, in the opinion of Lender, appears notify licensees to be prior or superior make royalty payments on license agreements directly to its Lien and pay all reasonable expenses incurred in connection therewith.Bank; (e) Lender Bank may (i) notify Account Debtors to make payment on Account directly to Lender; (ii) settle, adjust, compromise, extend or renew Accounts, whether before or after legal proceedings to collect such Accounts have commenced; (iii) prepare and file any bankruptcy proofs of claim or similar documents against any Account Debtor; (iv) prepare and file any notice, assignment, satisfaction, or release of Lien, UCC termination statement or any similar document; (v) sell or assign Accounts, individually the Collateral at public or in bulk, upon such terms, private sale for such amounts, and at such time or times as Lender Bank deems advisable; . Any requirement of reasonable notice of any disposition of the Collateral shall be satisfied if such notice is sent to Borrower ten (10) days prior to such disposition. Borrower shall be credited with the net proceeds of such sale only when they are actually received by Bank, and (vi) complete Borrower shall continue to be liable for any deficiency remaining after the performance required of Borrower Collateral is sold or a Guarantor under any contract or agreement to which Borrower is a party and out of which Accounts arise or may arise.collected; (f) Lender If the sale is to be a public sale, Bank shall also give notice of the time and place by publishing a notice one time at least ten (10) calendar days before the date of the sale in a newspaper of general circulation in the county in which the sale is to be held; and (g) To the maximum extent permitted by applicable law, Bank may (i) endorse Borrower's name on be the purchaser of any or all checksof the Collateral at any public sale and shall be entitled, notes, drafts, money orders for the purpose of bidding and making settlement or other forms of payment of the purchase price for all or security for Accounts any portion of the Collateral sold at any public sale, to use and apply all or other Collateral; (ii) sign Borrower's name any part of the Obligations as a credit on drafts drawn on Account Debtors or issuers account of letters the purchase price of credit; and (iii) notify the postal authorities in Borrower's name to change the address for delivery of Borrower's mail to an address designated any Collateral payable by Lender, receive and open all mail addressed to Borrower, copy all mail, return all mail relating to Collateral, and hold all other mail available for pickup by BorrowerBank at such sale.