Common use of Rights Upon the Occurrence of an Event of Default Clause in Contracts

Rights Upon the Occurrence of an Event of Default. Upon the occurrence of an EVENT OF DEFAULT but subject to the restrictions set forth in the SUBORDINATION AGREEMENT, in addition to all other rights and remedies available under the SECURED PARTY DOCUMENTS or under applicable law, including but not limited to the rights of a secured party under the Uniform Commercial Code in effect from time to time in Massachusetts, the SECURED PARTIES shall have the right at any time (but shall have no obligation) to: (a) take exclusive possession and/or place a custodian in exclusive possession of any or all of the PATENTS from time and to time; (b) take, in its name or in the name of the PLEDGOR or otherwise, such actions as the SECURED PARTIES may, at any time or from time to time, deem necessary to maintain, protect, sell, liquidate, transfer, license, assign or otherwise dispose of or realize upon the PATENTS, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk; (c) use, operate, manage, and control the PATENTS in any lawful manner; and (d) collect and receive all income, revenue, earnings, issues, and profits therefrom. Notice of any sale or other disposition shall be given to the PLEDGOR at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition of the COLLATERAL is to be made, which the PLEDGOR hereby agrees shall be commercially reasonable notice of such sale or other disposition. At any such sale or other disposition, the SECURED PARTIES may, to the extent permissible under applicable law, purchase the whole or any part of the PATENTS, free from any right of redemption on the part of the PLEDGOR, which right is hereby waived and released to the extent lawfully permitted. The PLEDGOR shall remain liable for any deficiency if the proceeds of any sale or other disposition of the PATENTS are insufficient to pay in full the OBLIGATIONS and all costs and expenses, including reasonable attorneys' fees and disbursements, paid or incurred by the SECURED PARTIES in collecting any such deficiency. The PLEDGOR hereby irrevocably and unconditionally authorizes and empowers the SECURED PARTIES to make, constitute and appoint any officer or agent of the SECURED PARTIES as the SECURED PARTIES may select, in its exclusive discretion, as the PLEDGOR'S true and lawful attorney-in-fact, with the power to endorse or sign the PLEDGOR'S name on all applications, documents, papers and instruments necessary for the SECURED PARTIES or the designee of the SECURED PARTIES to: (i) own and use the PATENTS; (ii) grant or issue any exclusive or nonexclusive licenses under the PATENTS to any other person; (iii) assign, license, pledge, convey or otherwise transfer title in or dispose of the PATENTS to any other person on such terms and conditions as the SECURED PARTIES shall in their sole discretion determine; (iv) demand, ▇▇▇ for compromise, settle and collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any of the PATENTS; (v) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or enforce any right in respect of the PATENTS; (vi) defend any suit, action or proceeding brought against the PLEDGOR with respect to any of the PATENTS; (vii) settle, compromise or adjust any of the aforesaid suits, actions or proceedings and, in connection therewith, to give such discharges as the SECURED PARTIES may deem appropriate; and (viii) do all acts and things which the SECURED PARTIES deem necessary from time to time to protect, preserve or realize upon the PATENTS and the SECURED PARTIES' liens thereon and to effect the intent of this AGREEMENT. The PLEDGOR hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable for the life of this AGREEMENT, and is intended by the PLEDGOR to be a power of attorney coupled with an interest. All of the SECURED PARTIES' rights and remedies with respect to the PATENTS, whether established by this AGREEMENT, by any SECURED PARTY DOCUMENT, or by law shall be cumulative and may be exercised singularly or concurrently.

Rights Upon the Occurrence of an Event of Default. Upon the occurrence of an EVENT OF DEFAULT but subject to the restrictions set forth in the SUBORDINATION AGREEMENT, in addition to all other rights and remedies available under the SECURED PARTY DOCUMENTS or under applicable law, including but not limited to the rights of a secured party under the Uniform Commercial Code in effect from time to time in Massachusetts, the SECURED PARTIES shall have the right at any time (but shall have no obligation) to: (a) take exclusive possession and/or place a custodian in exclusive possession of any or all of the PATENTS TRADEMARKS from time and to time; (b) take, in its name or in the name of the PLEDGOR or otherwise, such actions as the SECURED PARTIES may, at any time or from time to time, deem necessary to maintain, protect, sell, liquidate, transfer, license, assign or otherwise dispose of or realize upon the PATENTSTRADEMARKS, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk; (c) use, operate, manage, and control the PATENTS TRADEMARKS in any lawful manner; and (d) collect and receive all income, revenue, earnings, issues, and profits therefrom. Notice of any sale or other disposition shall be given to the PLEDGOR at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition of the COLLATERAL is to be made, which the PLEDGOR hereby agrees shall be commercially reasonable notice of such sale or other disposition. At any such sale or other disposition, the SECURED PARTIES may, to the extent permissible under applicable law, purchase the whole or any part of the PATENTSTRADEMARKS, free from any right of redemption on the part of the PLEDGOR, which right is hereby waived and released to the extent lawfully permitted. The PLEDGOR shall remain liable for any deficiency if the proceeds of any sale or other disposition of the PATENTS TRADEMARKS are insufficient to pay in full the OBLIGATIONS and all costs and expenses, including reasonable attorneys' fees and disbursements, paid or incurred by the SECURED PARTIES in collecting any such deficiency. The PLEDGOR hereby irrevocably and unconditionally authorizes and empowers the SECURED PARTIES to make, constitute and appoint any officer or agent of the SECURED PARTIES as the SECURED PARTIES may select, in its exclusive discretion, as the PLEDGOR'S true and lawful attorney-in-fact, with the power to endorse or sign the PLEDGOR'S name on all applications, documents, papers and instruments necessary for the SECURED PARTIES or the designee of the SECURED PARTIES to: (i) own and use the PATENTSTRADEMARKS; (ii) grant or issue any exclusive or nonexclusive licenses under the PATENTS TRADEMARKS to any other person; (iii) assign, license, pledge, convey or otherwise transfer title in or dispose of the PATENTS TRADEMARKS to any other person on such terms and conditions as the SECURED PARTIES shall in their sole discretion determine; (iv) demand, ▇▇▇ for compromise, settle and collect and receive payment of and receipt for, any and all moneys, claims and other amounts a mounts due or to become due at any time in respect of or arising out of any of the PATENTSTRADEMARKS; (v) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or enforce any right in respect of the PATENTSTRADEMARKS; (vi) defend any suit, action or proceeding brought against the PLEDGOR with respect to any of the PATENTSTRADEMARKS; (vii) settle, compromise or adjust any of the aforesaid suits, actions or proceedings and, in connection therewith, to give such discharges as the SECURED PARTIES may deem appropriate; and (viii) do all acts and things which the SECURED PARTIES deem necessary from time to time to protect, preserve or realize upon the PATENTS TRADEMARKS and the SECURED PARTIES' liens thereon and to effect the intent of this AGREEMENT. The PLEDGOR hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable for the life of this AGREEMENT, and is intended by the PLEDGOR to be a power of attorney coupled with an interest. All of the SECURED PARTIES' rights and remedies with respect to the PATENTSTRADEMARKS, whether established by this AGREEMENT, by any SECURED PARTY DOCUMENT, or by law shall be cumulative and may be exercised singularly or concurrently.