OTHER SECURITY DOCUMENTS ON THE PART OF BORROWER TO BE
OBSERVED OR PERFORMED, BORROWER HEREBY TRANSFERS, SETS OVER AND ASSIGNS TO
LENDER ALL OF BORROWER'S RIGHT, TITLE AND INTEREST IN AND TO THE AGREEMENTS.
THE DUTIES AND OBLIGATIONS OF BORROWER UNDER THIS ASSIGNMENT SHALL TERMINATE
WHEN ALL SUMS DUE LENDER UNDER THE LOAN DOCUMENTS ARE PAID IN FULL AND ALL
OBLIGATIONS, COVENANTS, CONDITIONS AND AGREEMENTS OF BORROWER CONTAINED IN THE
LOAN DOCUMENTS ARE PERFORMED AND DISCHARGED.
2.
BORROWER'S COVENANTS.
BORROWER HEREBY COVENANTS WITH LENDER
THAT DURING THE TERM OF THIS ASSIGNMENT: (A) BORROWER SHALL FULFILL AND PERFORM
EACH AND EVERY MATERIAL TERM, COVENANT AND PROVISION OF THE AGREEMENTS TO BE
FULFILLED OR PERFORMED BY BORROWER THEREUNDER, IF ANY, (B) BORROWER SHALL, IN
THE MANNER PROVIDED FOR IN THIS ASSIGNMENT, GIVE PROMPT NOTICE TO LENDER OF ANY
NOTICE RECEIVED BY BORROWER UNDER ANY OF THE AGREEMENTS, TOGETHER WITH A
COMPLETE COPY OF ANY SUCH NOTICE, (C) BORROWER SHALL ENFORCE, SHORT OF
TERMINATION THEREOF, THE COMMERCIALLY REASONABLE PERFORMANCE AND OBSERVANCE OF
EACH AND EVERY TERM, COVENANT AND PROVISION OF THE AGREEMENTS TO BE PERFORMED OR
OBSERVED, IF ANY, AND (D) BORROWER SHALL NOT TERMINATE OR AMEND ANY OF THE TERMS
OR PROVISIONS OF ANY OF THE AGREEMENTS, EXCEPT AS MAY BE PERMITTED PURSUANT TO
THE TERMS OF THE AGREEMENTS AND DONE IN THE ORDINARY COURSE OF BUSINESS, WITHOUT
THE PRIOR WRITTEN CONSENT OF LENDER, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD, CONDITIONED OR DELAYED.
IN THE EVENT BORROWER HAS TERMINATED AN
AGREEMENT, BORROWER AGREES TO ENTER INTO ANOTHER AGREEMENT CONTAINING TERMS AND
CONDITIONS NO LESS FAVORABLE TO BORROWER THAN THE TERMINATED AGREEMENT.
BORROWER SHALL NOTIFY LENDER IN THE EVENT BORROWER DOES NOT REPLACE THE
TERMINATED AGREEMENT.
3.
COSTS AND EXPENSES.
BORROWER AGREES TO PAY ALL REASONABLE
AND NECESSARY COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE
ATTORNEYS' FEES) WHICH LENDER MAY INCUR IN EXERCISING ANY OF ITS RIGHTS UNDER
THIS ASSIGNMENT.
4.
ENTIRE AGREEMENT.
THIS ASSIGNMENT, WHEN EXECUTED BY THE
PARTIES HERETO CONTAINS THE COMPLETE AND ENTIRE UNDERSTANDING OF THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND NO CHANGES SHALL BE RECOGNIZED AS
VALID UNLESS THEY ARE MADE IN WRITING AND SIMILARLY EXECUTED.
5.
BINDING EFFECT.
THIS ASSIGNMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE RESPECTIVE SUCCESSORS AND ASSIGNS OF THE PARTIES
HERETO.
BORROWER MAY NOT ASSIGN ITS INTEREST IN THIS ASSIGNMENT WITHOUT
LENDER'S PRIOR WRITTEN CONSENT.
LENDER MAY ASSIGN ITS INTEREST IN THIS
ASSIGNMENT WITHOUT BORROWER'S CONSENT OR NOTICE TO BORROWER.
6.
NO AGENT.
NOTHING HEREIN CONTAINED SHALL CONSTITUTE LENDER
AS A JOINT VENTURER, PARTNER OR AGENT OF BORROWER OR RENDER LENDER LIABLE FOR
ANY DEBTS OR OBLIGATIONS OF BORROWER, NOR SHALL LENDER BE LIABLE FOR ANY ACTS,
OMISSIONS, REPRESENTATIONS OR CONTRACTS OF BORROWER.
7.
GOVERNING LAW.
THIS ASSIGNMENT AND THE OTHER LOAN DOCUMENTS
ARE BEING EXECUTED AND DELIVERED, AND ARE INTENDED TO BE PERFORMED, IN THE STATE
OF TEXAS, AND THE LAWS OF SUCH STATE AND OF THE UNITED STATES SHALL GOVERN THE
RIGHTS AND