Common use of Upon the Clause in Contracts

Upon the. occurrence and during the continuance of an Event of Default, the Bank shall have, in addition to all other rights and remedies given it by this Trademark Agreement (including, without limitation, those set forth in ss.2.2), the Credit Agreement and the other Loan Documents, those allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in the Commonwealth of Massachusetts, and, without limiting the generality of the foregoing, the Bank may immediately, without demand of performance and without other notice (except as set forth next below) or demand whatsoever to the Assignor, all of which are hereby expressly waived, sell or license at public or private sale or otherwise realize upon the whole or from time to time any part of the Pledged Trademarks, or any interest that the Assignor may have therein, and after deducting from the proceeds of sale or other disposition of the Pledged Trademarks all expenses incurred by the Bank in attempting to enforce this Trademark Agreement (including all reasonable expenses for broker's fees and legal services), shall apply the residue of such proceeds toward the payment of the Obligations as set forth in or by reference in the Credit Agreement. Notice of any sale, license or other disposition of the Pledged Trademarks shall be given to the Assignor at least five (5) days before the time that any intended public sale or other public disposition of the Pledged Trademarks is to be made or after which any private sale or other private disposition of the Pledged Trademarks may be made, which the Assignor hereby agrees shall be reasonable notice of such public or private sale or other disposition. At any such sale or other disposition, the Bank may, to the extent permitted under applicable law, purchase or license the whole or any part of the Pledged Trademarks or interests therein sold, licensed or otherwise disposed of.

Upon the. occurrence and during the continuance continuation of an Event any of the above Events of Default, the Bank Lender shall have, in addition to all other rights and remedies given it provided herein or by this Trademark Agreement (includingapplicable law, without limitation, those set forth in ss.2.2), the Credit Agreement and the other Loan Documents, those allowed by law and all of the rights and remedies of a secured party under the Uniform Commercial Code as enacted in the Commonwealth of Massachusetts, and, without limiting the generality of the foregoingState of Texas, including, but not limited to, the Bank right to take possession of the Collateral, and for that purpose Lender may, and Borrower hereby authorizes Lender to, enter upon any premises on which Collateral may immediatelybe located or situated and remove the same therefrom or without removal render the same unusable and may use or dispose of the Collateral on such premises without any liability for rent, without demand of performance storage, utilities or other sums, and without other notice (except as set forth next below) or demand whatsoever upon request Borrower shall, to the Assignorextent practicable, all of assemble and make the Collateral available to Lender at a place to be designated by Lender, which are hereby expressly waivedis reasonably convenient to Borrower and Lender. Borrower agrees that, sell or license at public or private sale or otherwise realize upon to the whole or from time to time any part of the Pledged Trademarks, or any interest that the Assignor may have therein, and after deducting from the proceeds extent notice of sale or other disposition of the Pledged Trademarks all expenses incurred by the Bank in attempting to enforce this Trademark Agreement (including all reasonable expenses for broker's fees and legal services), shall apply the residue of such proceeds toward the payment of the Obligations as set forth in or by reference in the Credit Agreement. Notice of any sale, license or other disposition of the Pledged Trademarks shall be given to the Assignor required by law, at least five (5) days before days' notice to Borrower of the time that and place of any intended public sale or other public disposition of the Pledged Trademarks is to be made or time after which any private sale or any other private intended disposition is to be made shall constitute reasonable notification of such sale or disposition. Lender shall also have the right to apply for and have a receiver appointed by a court of competent jurisdiction in any action taken by Lender to enforce its rights and remedies hereunder, to manage, protect and preserve the Collateral or continue the operation of the Pledged Trademarks may be madebusiness of Borrower, which the Assignor hereby agrees and Lender shall be reasonable notice entitled to collect all revenues and profits thereof and apply the same to the payment of all expenses and other charges of such public or private receivership, including the compensation of the receiver, and to the payment of the Note until a sale or other dispositiondisposition of such Collateral shall be finally made and consummated. At In the event of any such sale disposition or collection of or any other disposition, the Bank may, to the extent permitted under applicable law, purchase or license the whole realization upon all or any part of the Pledged Trademarks Collateral, Lender shall apply the proceeds of such disposition, collection or interests therein sold, licensed or otherwise disposed of.other realization as follows:

Upon the. occurrence and during the continuance of an Event of Defaulta Termination Event, the Bank Seller may (i) by written notice to the Buyer terminate the unutilized Upfront Support Credit and it shall havethereupon terminate, in addition (ii) by written notice to all other rights the Buyer declare the Utilized Amount to be immediately due and remedies given it by this Trademark Agreement (includingpayable without presentment, without limitationdemand, those set forth in ss.2.2)protest, the Credit Agreement and the other Loan Documents, those allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in the Commonwealth of Massachusetts, and, without limiting the generality of the foregoing, the Bank may immediately, without demand of performance and without or other notice (except as set forth next below) or demand whatsoever to the Assignorof any kind, all of which are hereby expressly waivedwaived by the Buyer, sell or license at public or private sale or otherwise realize upon (iii) proceed to enforce performance by the whole or from time to time any part Buyer of the Pledged Trademarksapplicable covenants contained in the Transaction Security Agreements or to recover damages for breach thereof, and (iv) exercise any other right, power, privilege or remedy provided by law or in the Transaction Security Agreements; provided that in the case of any of the Termination Events specified in Clauses (1) through (6) of Subparagraph 3.1.1, without any notice to the Buyer or any other act by the Seller, the unutilized Upfront Support Credit shall thereupon terminate and the Utilized Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Buyer. Nothing contained in this Subparagraph 3.1.2 shall be construed to limit in any way any rights, powers or privileges of the Seller under the Transaction Security Agreements, or under any interest that the Assignor may have therein, and after deducting from the proceeds of sale or other disposition of the Pledged Trademarks all expenses incurred by the Bank in attempting to enforce this Trademark Agreement (including all reasonable expenses for broker's fees and legal services), shall apply the residue of such proceeds toward the payment of the Obligations as set forth in or by reference in the Credit Agreement. Notice of any sale, license or other disposition of the Pledged Trademarks shall be given to the Assignor at least five (5) days before the time that any intended public sale or other public disposition of the Pledged Trademarks is to be made or after which any private sale or other private disposition of the Pledged Trademarks may be made, which the Assignor hereby agrees shall be reasonable notice of such public or private sale or other disposition. At any such sale or other disposition, the Bank may, to the extent permitted under applicable law, purchase upon the occurrence of a Termination Event. Each and every right, power and privilege hereby given to, or license retained by the whole Seller shall be in addition to and not in limitation of every other right, power and privilege given under the Transaction Security Agreements, or any part of the Pledged Trademarks now or interests therein sold, licensed hereafter existing at law or otherwise disposed ofin equity.

Upon the. occurrence and during the continuance of an Event of Default, the Bank shall have, in addition to all other rights and remedies given it by this Trademark Agreement (including, without limitation, those set forth in ss.2.2), the Credit Agreement, the Security Agreement and the other Loan Documents, those allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in the Commonwealth of Massachusetts, and, without limiting the generality of the foregoing, the Bank may immediately, without demand of performance and without other notice (except as set forth next below) or demand whatsoever to the Assignor, all of which are hereby expressly waived, sell or license at public or private sale or otherwise realize upon the whole or from time to time any part of the Pledged Trademarks, or any interest that the Assignor may have therein, and after deducting from the proceeds of sale or other disposition of the Pledged Trademarks all expenses incurred by the Bank in attempting to enforce this Trademark Agreement (including all reasonable expenses for broker's fees and legal services), shall apply the residue of such proceeds toward the payment of the Obligations as set forth in or by reference in the Credit Security Agreement. Notice of any sale, license or other disposition of the Pledged Trademarks shall be given to the Assignor at least five (5) days before the time that any intended public sale or other public disposition of the Pledged Trademarks is to be made or after which any private sale or other private disposition of the Pledged Trademarks may be made, which the Assignor hereby agrees shall be reasonable notice of such public or private sale or other disposition. At any such sale or other disposition, the Bank may, to the extent permitted under applicable law, purchase or license the whole or any part of the Pledged Trademarks or interests therein sold, licensed or otherwise disposed of.