REQUIRED PURSUANT TO SECTION 2(B) ABOVE AND BORROWER SHALL PROMPTLY NOTIFY
LENDER IN WRITING OF ANY SURRENDER OR CANCELLATION OF ANY CONTRACT WHETHER OR
NOT LENDER'S CONSENT THERETO IS REQUIRED PURSUANT TO SECTION 2(C) ABOVE;
(G)
BORROWER SHALL GIVE IMMEDIATE NOTICE TO LENDER OF ANY NOTICE OF
DEFAULT SERVED BY OR UPON BORROWER WITH RESPECT TO ITS OBLIGATIONS UNDER ANY OF
THE CONTRACTS OR THE OTHER GENERAL INTANGIBLES AND, AT THE SOLE COST AND EXPENSE
OF BORROWER, SHALL ENFORCE OR SECURE THE PERFORMANCE OF EACH AND EVERY MATERIAL
OBLIGATION OF THE CONTRACTING PARTIES TO BE KEPT OR PERFORMED UNDER THE
CONTRACTS; AND
(H)
BORROWER, AT ITS EXPENSE, SHALL DO OR CAUSE TO BE DONE ALL THINGS
NECESSARY TO PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT AND MAINTAIN TO
THE EXTENT COMMERCIALLY REASONABLE UNDER THE CIRCUMSTANCES THE PERMITS AND
LICENSES IN THE ORDINARY COURSE OF BUSINESS AND TO COOPERATE WITH LENDER IN
ASSIGNING THE PERMITS AND LICENSES (AND IN OBTAINING THE CONSENT OF ANY
GOVERNMENTAL AUTHORITY TO SUCH ASSIGNMENTS) OR HAVING NEW PERMITS AND LICENSES
ISSUED TO LENDER OR A THIRD PARTY DESIGNATED BY LENDER IN THE EVENT OF A
FORECLOSURE, DEED IN LIEU OF FORECLOSURE OR OTHER TRANSFER OF THE PROPERTY, IN
ACCORDANCE WITH THE TERMS AND PROVISIONS OF THE LOAN DOCUMENTS.
NOTWITHSTANDING
THIS ASSIGNMENT, LENDER SHALL HAVE NO OBLIGATIONS OR LIABILITY OF ANY KIND UNDER
OR WITH RESPECT TO THE PERMITS AND LICENSES, EITHER BEFORE OR AFTER ITS EXERCISE
OF ANY RIGHTS HEREBY GRANTED TO IT, AND BORROWER AGREES TO SAVE AND HOLD LENDER
HARMLESS OF AND FROM, AND TO INDEMNIFY AND DEFEND IT AGAINST, ANY AND ALL SUCH
OBLIGATIONS AND LIABILITIES, CONTINGENT OR OTHERWISE, NOW EXISTING OR LATER
ARISING.
3.
DEFENSE OF CLAIMS; BORROWER OBLIGATIONS; INDEMNIFICATION.
BORROWER COVENANTS AND AGREES TO APPEAR IN AND DEFEND, AT BORROWER'S SOLE COST
AND EXPENSE, ANY ACTION OR PROCEEDING ARISING UNDER, GROWING OUT OF OR IN ANY
MANNER CONNECTED WITH THE GENERAL INTANGIBLES OR THE OBLIGATIONS, DUTIES OR
LIABILITIES OF BORROWER UNDER THE GENERAL INTANGIBLES, AND TO PAY ALL ACTUAL
REASONABLE COSTS AND EXPENSES OF LENDER, INCLUDING, REASONABLE ATTORNEYS' FEES
AND EXPENSES, IN ANY SUCH ACTION OR PROCEEDING IN WHICH LENDER MAY APPEAR.
NEITHER THIS ASSIGNMENT NOR ANY ACTION OR ACTIONS ON THE PART OF LENDER
(INCLUDING, WITHOUT LIMITATION, ANY ASSUMPTION BY LENDER OF THE RIGHTS AND
OBLIGATIONS UNDER THE GENERAL INTANGIBLES PURSUANT TO THE PROVISIONS OF SECTION
5) SHALL RELIEVE BORROWER OF ANY OF ITS OBLIGATIONS UNDER THE GENERAL
INTANGIBLES AND BORROWER SHALL CONTINUE TO BE PRIMARILY LIABLE FOR ALL
OBLIGATIONS THEREUNDER, BORROWER HEREBY AGREEING TO PERFORM EACH AND ALL OF ITS
OBLIGATIONS UNDER THE GENERAL INTANGIBLES.
BORROWER HEREBY AGREES TO PROTECT,
DEFEND, INDEMNIFY AND HOLD LENDER FREE AND HARMLESS FROM AND AGAINST ANY AND ALL
LOSS, COST, LIABILITY OR EXPENSE (INCLUDING, BUT NOT LIMITED TO, REASONABLE
ATTORNEYS' FEES AND COSTS AND REASONABLE ACCOUNTANTS' FEES AND COSTS) RESULTING
FROM ANY FAILURE OF BORROWER TO SO PERFORM UNDER THE GENERAL INTANGIBLES.
5
4.
EVENT OF DEFAULT.
IT SHALL BE