AND RIGHTS
HEREBY ASSIGNED OR INTENDED NOW OR HEREAFTER SO TO BE, OR WHICH BORROWER MAY BE
OR MAY HEREAFTER BECOME BOUND TO CONVEY OR ASSIGN TO LENDER, OR FOR CARRYING OUT
THE INTENTION OR FACILITATING THE PERFORMANCE OF THE TERMS OF THIS ASSIGNMENT OR
FOR FILING, REGISTERING OR RECORDING THIS ASSIGNMENT AND, ON DEMAND, WILL
EXECUTE AND DELIVER AND HEREBY AUTHORIZES LENDER TO EXECUTE IN THE NAME OF
BORROWER TO THE EXTENT LENDER MAY LAWFULLY DO SO, ONE OR MORE FINANCING
STATEMENTS, CHATTEL MORTGAGES OR COMPARABLE SECURITY INSTRUMENTS, TO EVIDENCE
MORE EFFECTIVELY THE LIEN AND SECURITY INTEREST HEREOF IN AND UPON THE GENERAL
INTANGIBLES.
10.
NO ORAL CHANGE.
THIS ASSIGNMENT AND ANY PROVISIONS HEREOF MAY NOT
BE MODIFIED, AMENDED, WAIVED, EXTENDED, CHANGED, DISCHARGED OR TERMINATED
ORALLY, OR BY ANY ACT OR FAILURE TO ACT ON THE PART OF BORROWER OR LENDER, BUT
ONLY BY AN AGREEMENT IN WRITING SIGNED BY THE PARTY AGAINST WHOM THE ENFORCEMENT
OF ANY MODIFICATION, AMENDMENT, WAIVER, EXTENSION, CHANGE, DISCHARGE OR
TERMINATION IS SOUGHT.
11.
GENERAL DEFINITIONS.
UNLESS THE CONTEXT CLEARLY INDICATES A
CONTRARY INTENT OR UNLESS OTHERWISE SPECIFICALLY PROVIDED HEREIN, WORDS USED IN
THIS ASSIGNMENT MAY BE USED INTERCHANGEABLY IN SINGULAR OR PLURAL FORM AND THE
WORD "BORROWER" SHALL MEAN "EACH BORROWER AND ANY SUBSEQUENT OWNER OR OWNERS OF
THE PROPERTY OR ANY PART THEREOF OR INTEREST THEREIN," THE WORD "LENDER" SHALL
MEAN "LENDER AND ANY SUBSEQUENT HOLDER OF THE NOTE, THE WORD "NOTE" SHALL MEAN
"THE NOTE AND ANY OTHER EVIDENCE OF INDEBTEDNESS SECURED BY THE LOAN AGREEMENT,
THE
7
WORD "PROPERTY" SHALL INCLUDE ANY PORTION OF THE PROPERTY AND ANY INTEREST
THEREIN, THE PHRASES "ATTORNEYS' FEES", "LEGAL FEES" AND "COUNSEL FEES" SHALL
INCLUDE ANY AND ALL ATTORNEY'S, PARALEGAL AND LAW CLERK FEES AND DISBURSEMENTS,
INCLUDING, BUT NOT LIMITED TO, FEES AND DISBURSEMENTS AT THE PRE-TRIAL, TRIAL
AND APPELLATE LEVELS INCURRED OR PAID BY LENDER IN PROTECTING ITS INTEREST IN
THE PROPERTY, THE LEASES AND THE RENTS AND ENFORCING ITS RIGHTS HEREUNDER;
WHENEVER THE CONTEXT MAY REQUIRE, ANY PRONOUNS USED HEREIN SHALL INCLUDE THE
CORRESPONDING MASCULINE, FEMININE OR NEUTER FORMS, AND THE SINGULAR FORM OF
NOUNS AND PRONOUNS SHALL INCLUDE THE PLURAL AND VICE VERSA.
TERMS USED HEREIN
THAT ARE DEFINED IN ARTICLE 8 AND ARTICLE 9 OF THE UCC AND NOT OTHERWISE DEFINED
HEREIN OR BY REFERENCE HEREIN HAVE THE MEANING ASSIGNED TO SUCH TERMS THEREIN.
12.
INAPPLICABLE PROVISIONS.
IF ANY TERM, COVENANT OR CONDITION OF
THIS ASSIGNMENT IS HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT,
THIS ASSIGNMENT SHALL BE CONSTRUED WITHOUT SUCH PROVISION.
13.
GOVERNING LAW.
THIS ASSIGNMENT SHALL BE GOVERNED IN ACCORDANCE
WITH THE TERMS AND PROVISIONS OF SECTION 10.3 OF THE LOAN AGREEMENT.
14.
NOTICES.
ALL NOTICES OR OTHER WRITTEN COMMUNICATIONS HEREUNDER
SHALL BE DELIVERED IN ACCORDANCE WITH SECTION 10.6 OF THE LOAN AGREEMENT.
15.
EXCULPATION.
THE PROVISIONS OF SECTION 9.4 OF THE LOAN AGREEMENT
ARE HEREBY INCORPORATED BY REFERENCE INTO THIS ASSIGNMENT TO THE SAME EXTENT AND
WITH THE SAME FORCE AS IF FULLY