Common use of Permits; Intellectual Property Clause in Contracts

Permits; Intellectual Property. (a) Without limiting the other provisions of this Agreement and the other Loan Documents, Borrower shall keep all Permits applicable to Borrower in full force and effect and, during the continuance of an Event of Default, Borrower will, at the cost of Borrower, and without expense to Lender, execute, acknowledge and deliver all such writings and take any all further actions necessary or reasonably requested by Lender to transfer any Permits with respect to the Collateral into the name of Lender or its designee. To the extent any such Permits applicable to Borrower cannot be so transferred to Lender or its designee under applicable law, Borrower shall continue to hold and maintain such Permits in full force and effect for the benefit of Lender until such time as Lender can obtain such Permits applicable to Borrower in its own name or the name of a designee. Borrower shall cause Mortgage Borrower to keep all Permits (including, without limitation, any liquor licenses and any trademark or other Permits applicable to any Management Agreement) applicable to Mortgage Borrower in full force and effect and, during the continuance of an Event of Default, subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Borrower will, at the cost of Borrower, and without expense to Lender, cause Mortgage Borrower to execute, acknowledge and deliver all such writings and take any all further actions necessary or reasonably requested by Lender to transfer any Permits (including, without limitation, any liquor licenses or other Permits applicable to any franchise agreement but excluding any trademarks or trade names) applicable to Mortgage Borrower with respect to the Properties into the name of Lender or its designee. To the extent any such Permits (including, without limitation, any liquor licenses or other Permits applicable to any franchise agreement but excluding any trademarks or trade names) applicable to Mortgage Borrower cannot be so transferred to Lender or its designee under applicable law, subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Borrower shall cause Mortgage Borrower to continue to hold and maintain such Permits applicable to Mortgage Borrower in full force and effect for the benefit of Lender until such time as Lender can obtain such Permits applicable to Mortgage Borrower in its own name or the name of a designee. Without limiting the foregoing, subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Borrower shall cause Mortgage Borrower to execute such interim management, leasing or other agreements (which shall be in form and substance (i) reasonably satisfactory to Lender and satisfactory to the applicable licensing authorities and (ii) reasonably satisfactory to Borrower, which such approval by Borrower shall not be unreasonably withheld, conditioned or delayed) as may be required for Lender to continue operations at the Properties pursuant to such Permits applicable to Mortgage Borrower (excluding any trademarks or trade names other than as set forth in the Subordination of Management Agreement) until such Permits applicable to Mortgage Borrower are transferred to, or are otherwise obtained by, Lender or its designee. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake any action required of Borrower to cause Mortgage Borrower to take such action under this Section in the name of Borrower in the event Borrower fails to do the same; provided, however, Lender shall not exercise such power of attorney (unless an Event of Default has occurred and is continuing) without five (5) Business Days prior written notice to Borrower.

Permits; Intellectual Property. (a) Without limiting the other provisions of this Agreement and the other Loan Documents, Borrower shall cause Operating Lessee to keep all Permits applicable to Borrower (including, without limitation, the Liquor License and any trademark) in full force and effect and, during the continuance of an Event of Default, Borrower willshall and shall require Operating Lessee to, at the cost of Borrower, and without expense to Lender, execute, acknowledge and deliver take all such writings and take any all further actions necessary required by the Transition Services Agreement or reasonably requested by Lender the Liquor License Cooperation Agreement to transfer any Permits (including, without limitation, the Liquor License and any trademark) with respect to the Collateral Property into the name of Lender or its designee. To the extent required by the Transition Services Agreement or the Liquor License Cooperation Agreement, if any such Permits applicable to Borrower (including, without limitation, the Liquor License and any trademark) cannot be so transferred to Lender or its designee under applicable law, Borrower shall require Operating Lessee to continue to hold and maintain such Permits in full force and effect for the benefit of Lender until such time as Lender can obtain such Permits applicable to Borrower in its own name or the name of a designee. Borrower shall cause Mortgage Borrower to keep all Permits (including, without limitation, any liquor licenses and any trademark or other Permits applicable to any Management Agreement) applicable to Mortgage Borrower in full force and effect and, during the continuance of an Event of Default, subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Borrower will, at the cost of Borrower, and without expense to Lender, cause Mortgage Borrower to execute, acknowledge and deliver all such writings and take any all further actions necessary or reasonably requested by Lender to transfer any Permits (including, without limitation, any liquor licenses or other Permits applicable to any franchise agreement but excluding any trademarks or trade names) applicable to Mortgage Borrower with respect to the Properties into the name of Lender or its designee. To the extent any such Permits (including, without limitation, any liquor licenses or other Permits applicable to any franchise agreement but excluding any trademarks or trade names) applicable to Mortgage Borrower cannot be so transferred to Lender or its designee under applicable law, subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Borrower shall cause Mortgage Borrower to continue to hold and maintain such Permits applicable to Mortgage Borrower in full force and effect for the benefit of Lender until such time as Lender can obtain such Permits applicable to Mortgage Borrower in its own name or the name of a designee. Without limiting the foregoing, subject but solely to the rights of Mortgage Lender under extent required by the Mortgage Loan DocumentsTransition Services Agreement or the Liquor License Cooperation Agreement, Borrower shall cause Mortgage Borrower require Operating Lessee to execute such interim management, leasing or other agreements (which shall be in form and substance (ia) reasonably satisfactory to Lender and satisfactory to the applicable licensing authorities and (iib) reasonably satisfactory to Borrower, which such approval by Borrower shall not be unreasonably withheld, conditioned or delayed) as may be required for Lender to continue operations at the Properties Property pursuant to such Permits applicable to Mortgage Borrower (excluding any trademarks or trade names other than as set forth in the Subordination of Management Agreement) until such Permits applicable to Mortgage Borrower are transferred to, or are otherwise obtained by, Lender or its designee. Subject to the rights Each of Mortgage Lender under the Mortgage Loan Documents, Borrower and Operating Lessee constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake any action required of Borrower to cause Mortgage Borrower to take such action and/or Operating Lessee under this Section in the name of Borrower or Operating Lessee, as applicable, in the event Borrower or Operating Lessee fails to do the same; provided, however, Lender shall not exercise such power of attorney (unless an Event of Default has occurred and is continuing) without five (5) Business Days prior written notice to BorrowerBorrower or Operating Lessee, as applicable, and shall exercise such power of attorney only to the extent permitted by the Transition Services Agreement or the Liquor License Cooperation Agreement.

Permits; Intellectual Property. (a) Without limiting the other provisions of this Agreement and the other Loan Documents, Borrower shall keep all Permits (including, without limitation, any liquor licenses and any trademark or other Permits applicable to Borrower any Franchise Agreement) in full force and effect and, during the continuance of an Event of Default, Borrower will, at the cost of Borrower, and without expense to Lender, execute, acknowledge and deliver all such writings and take any all further actions necessary or reasonably requested by Lender to transfer any Permits (including, without limitation, any liquor licenses and any trademark or other Permits applicable to any Franchise Agreement) with respect to the Collateral Property into the name of Lender or its designee. To the extent any such Permits (including, without limitation, any liquor licenses and any trademark or other Permits applicable to Borrower any Franchise Agreement) cannot be so transferred to Lender or its designee under applicable law, Borrower shall continue to hold and maintain such Permits in full force and effect for the benefit of Lender until such time as Lender can obtain such Permits applicable to Borrower in its own name or the name of a designee. Borrower shall cause Mortgage Borrower to keep all Permits (including, without limitation, any liquor licenses and any trademark or other Permits applicable to any Management Agreement) applicable to Mortgage Borrower in full force and effect and, during the continuance of an Event of Default, subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Borrower will, at the cost of Borrower, and without expense to Lender, cause Mortgage Borrower to execute, acknowledge and deliver all such writings and take any all further actions necessary or reasonably requested by Lender to transfer any Permits (including, without limitation, any liquor licenses or other Permits applicable to any franchise agreement but excluding any trademarks or trade names) applicable to Mortgage Borrower with respect to the Properties into the name of Lender or its designee. To the extent any such Permits (including, without limitation, any liquor licenses or other Permits applicable to any franchise agreement but excluding any trademarks or trade names) applicable to Mortgage Borrower cannot be so transferred to Lender or its designee under applicable law, subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Borrower shall cause Mortgage Borrower to continue to hold and maintain such Permits applicable to Mortgage Borrower in full force and effect for the benefit of Lender until such time as Lender can obtain such Permits applicable to Mortgage Borrower in its own name or the name of a designee. Without limiting the foregoing, subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Borrower shall cause Mortgage Borrower to execute such interim management, leasing or other agreements (which shall be in form and substance (ia) reasonably satisfactory to Lender and satisfactory to the applicable licensing authorities and (iib) reasonably satisfactory to Borrower, which such approval by Borrower shall not be unreasonably withheld, conditioned or delayed) as may be required for Lender to continue operations at the Properties Property pursuant to such Permits applicable to Mortgage Borrower (excluding any trademarks or trade names other than as set forth in the Subordination of Management Agreement) until such Permits applicable to Mortgage Borrower are transferred to, or are otherwise obtained by, Lender or its designee. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake any action required of Borrower to cause Mortgage Borrower to take such action under this Section in the name of Borrower in the event Borrower fails to do the same; provided, however, Lender shall not exercise such power of attorney (unless an Event of Default has occurred and is continuing) without five (5) Business Days prior written notice to Borrower.

Permits; Intellectual Property. (a) Without limiting the other provisions of this Agreement and the other Loan Documents, Borrower shall keep all Permits applicable to Borrower in full force and effect and, during the continuance of an Event of Default, Borrower will, at the cost of Borrower, and without expense to Lender, execute, acknowledge and deliver all such writings and take any all further actions necessary or reasonably requested by Lender to transfer any Permits with respect to the Collateral into the name of Lender or its designee. To the extent any such Permits applicable to Borrower cannot be so transferred to Lender or its designee under applicable law, Borrower shall continue to hold and maintain such Permits in full force and effect for the benefit of Lender until such time as Lender can obtain such Permits applicable to Borrower in its own name or the name of a designee. Borrower shall cause Mezzanine A Borrower to keep all Permits applicable to Mezzanine A Borrower in full force and effect and, during the continuance of an Event of Default, subject to the rights of Mezzanine A Lender under the Mezzanine A Loan Documents, Borrower will, at the cost of Borrower, and without expense to Lender, execute, acknowledge and deliver all such writings and take any all further actions necessary or reasonably requested by Lender to transfer any Permits applicable to Mezzanine A Borrower with respect to the Mezzanine A Collateral into the name of Lender or its designee. To the extent any such Permits applicable to Mezzanine A Borrower cannot be so transferred to Lender or its designee under applicable law, subject to the rights of Mezzanine A Lender under the Mezzanine A Loan Documents, Borrower shall cause Mezzanine A Borrower to continue to hold and maintain such Permits applicable to Mezzanine A Borrower in full force and effect for the benefit of Lender until such time as Lender can obtain such Permits applicable to Mezzanine A Borrower in its own name or the name of a designee. Borrower shall cause Mortgage Borrower to keep all Permits (including, without limitation, any liquor licenses and any trademark or other Permits applicable to any Management Agreement) applicable to Mortgage Borrower in full force and effect and, during the continuance of an Event of Default, subject to the rights of Mortgage Lender under the Mortgage Loan Documents and the rights of Mezzanine A Lender under the Mezzanine A Loan Documents, Borrower will, at the cost of Borrower, and without expense to Lender, cause Mortgage Borrower to execute, acknowledge and deliver all such writings and take any all further actions necessary or reasonably requested by Lender to transfer any Permits (including, without limitation, any liquor licenses or other Permits applicable to any franchise agreement but excluding any trademarks or trade names) applicable to Mortgage Borrower with respect to the Properties into the name of Lender or its designee. To the extent any such Permits (including, without limitation, any liquor licenses or other Permits applicable to any franchise agreement but excluding any trademarks or trade names) applicable to Mortgage Borrower cannot be so transferred to Lender or its designee under applicable law, subject to the rights of Mortgage Lender under the Mortgage Loan Documents and the rights of Mezzanine A Lender under the Mezzanine A Loan Documents, Borrower shall cause Mortgage Borrower to continue to hold and maintain such Permits applicable to Mortgage Borrower in full force and effect for the benefit of Lender until such time as Lender can obtain such Permits applicable to Mortgage Borrower in its own name or the name of a designee. Without limiting the foregoing, subject to the rights of Mortgage Lender under the Mortgage Loan Documents and the rights of Mezzanine A Lender under the Mezzanine A Loan Documents, Borrower shall cause Mortgage Borrower to execute such interim management, leasing or other agreements (which shall be in form and substance (i) reasonably satisfactory to Lender and satisfactory to the applicable licensing authorities and (ii) reasonably satisfactory to Borrower, which such approval by Borrower shall not be unreasonably withheld, conditioned or delayed) as may be required for Lender to continue operations at the Properties pursuant to such Permits applicable to Mortgage Borrower (excluding any trademarks or trade names other than as set forth in the Subordination of Management Agreement) until such Permits applicable to Mortgage Borrower are transferred to, or are otherwise obtained by, Lender or its designee. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents and the rights of Mezzanine A Lender under the Mezzanine A Loan Documents, Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake any action required of Borrower to cause Mezzanine A Borrower to cause Mortgage Borrower to take such action under this Section in the name of Borrower in the event Borrower fails to do the same; provided, however, Lender shall not exercise such power of attorney (unless an Event of Default has occurred and is continuing) without five (5) Business Days prior written notice to Borrower.