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 (including, without limitation, any liquor licenses and any trademark or other Permits applicable to 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 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 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 in its own name or the name of a designee. Without limiting the foregoing, Borrower shall execute such interim management, leasing or other agreements (which shall be in form and substance (a) satisfactory to Lender and the applicable licensing authorities and (b) 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 Property pursuant to such Permits until such Permits are transferred to, or are otherwise obtained by, Lender or its designee. 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 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 without five (5) Business Days prior written notice to Borrower. (b) Borrower shall keep and maintain all Intellectual Property relating to the use or operation of the Property and all Intellectual Property (other than any Intellectual Property used by Borrower pursuant to any Franchise Agreement entered into in accordance with the applicable terms and conditions hereof) shall be held by and (if applicable) registered in the name of Borrower. Borrower shall not transfer or let lapse any material Intellectual Property without Lender’s prior consent. Except to the extent the same is required to be maintained by an unaffiliated Franchisor pursuant to the Franchise Agreement, any website with respect to the Property shall be maintained by or on behalf of Borrower and any such website shall be registered in the name of Borrower. Borrower shall not transfer any such website (unless the same is maintained any controlled by an unaffiliated Franchisor) without Lender’s prior consent.

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 (including, without limitation, any liquor licenses the Liquor License and any trademark or other Permits applicable to any Franchise Agreementtrademark) 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, any liquor licenses the Liquor License and any trademark or other Permits applicable to any Franchise Agreementtrademark) with respect to the 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 (including, without limitation, any liquor licenses the Liquor License and any trademark or other Permits applicable to any Franchise Agreementtrademark) 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 in its own name or the name of a designee. Without limiting the foregoing, but solely to the extent required by the Transition Services Agreement or the Liquor License Cooperation Agreement, Borrower shall require Operating Lessee to execute such interim management, leasing or other agreements (which shall be in form and substance (a) satisfactory to Lender and the applicable licensing authorities and (b) 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 Property pursuant to such Permits until such Permits are transferred to, or are otherwise obtained by, Lender or its designee. Each of 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 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 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. (b) Borrower shall not permit Operating Lessee to, without ▇▇▇▇▇▇’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed): (a) surrender, terminate or cancel the Liquor License; (b) reduce or consent to the reduction of the term of the Liquor License; (c) increase the amount of any fees or other amounts payable to any Person with respect to the Liquor License, except as may be required by a Governmental Authority; or (d) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Liquor License or the Liquor License Cooperation Agreement, in any material respect, in each case, without ▇▇▇▇▇▇’s prior written consent. Neither Borrower nor Operating Lessee shall permit Liquor License Holder to assign or subcontract Liquor License Holder’s rights, duties or responsibilities under the Liquor License Cooperation Agreement to any other Person without the express written consent of Lender. Borrower shall require Operating Lessee to cause the Liquor License (and any subsequent Liquor License) to be renewed or extended prior to its then current expiration date. (c) Borrower and Operating Lessee shall keep and maintain its license to use all Intellectual Property relating to necessary for the use or operation of the Property in full force and all Intellectual Property (other than any Intellectual Property used by effect. Neither Borrower pursuant to any Franchise Agreement entered into in accordance with the applicable terms and conditions hereof) nor Operating Lessee shall be held by and (if applicable) registered in the name of Borrower. Borrower shall not transfer or let lapse any material Intellectual Property necessary for the use or operation of the Property without Lender▇▇▇▇▇▇’s prior consent. Except to the extent the same is required to be maintained by an unaffiliated Franchisor pursuant to the Franchise Agreement, any Any website with respect to the Property (other than Tenant websites) shall be maintained by or on behalf of Borrower and any such website shall be registered in the name of Borrower. Borrower shall not transfer (or permit to be transferred) any such website (unless the same is maintained any controlled by an unaffiliated Franchisor) without Lender▇▇▇▇▇▇’s prior consent. (d) Borrower shall not nor shall it allow Operating Lessee to, without the prior written consent of Lender, change (or permit to change) the name of the Property from “Soho Beach House”. (e) To the extent Borrower or Operating Lessee acquires any Intellectual Property related to the Property or otherwise enters into any agreements, licenses or other contracts related to the same, Borrower and Operating Lessee shall promptly provide to Lender a description of such acquired Intellectual Property and, to the extent applicable, a true, correct and complete copy of any such filing, agreement, license or other contract related to such Intellectual Property.

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 any Franchise Agreement) 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 (including, without limitation, any liquor licenses and any trademark or other Permits applicable to any Franchise Agreement) with respect to the Property Collateral 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 any Franchise Agreement) 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 (ai) reasonably satisfactory to Lender and satisfactory to the applicable licensing authorities and (bii) 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 Property 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. (b) Borrower shall cause Mortgage Borrower to keep and maintain all Intellectual Property relating to the use or operation of the Property and all Intellectual Property (other than any Intellectual Property used by Mortgage Borrower pursuant to any Franchise Agreement franchise agreement entered into in accordance with the applicable terms and conditions hereofhereof or any Management Agreement) shall be held by and (if applicable) registered in the name of Mortgage Borrower. Borrower shall not cause Mortgage Borrower to transfer or let lapse any material Intellectual Property without Lender’s prior consent. Except to the extent the same consent unless such transfer or lapse is required to be maintained by an unaffiliated Franchisor pursuant to the Franchise Agreement, any website with respect to the Property shall be maintained by or on behalf of Borrower and any such website shall be registered in the name ordinary course of business and would not reasonably be expected to result in a Material Adverse Effect. Lender acknowledges that it has no security interest in any Intellectual Property or right to use any of Borrower. Borrower shall not transfer ’s, Mortgage Borrower’s (or any such website of Borrower’s Affiliates) trade names or trademarks in connection with the Loan (unless other than as set forth in the same is maintained any controlled by an unaffiliated Franchisor) without Lender’s prior consentSubordination of Management 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 any Franchise Agreement) 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 (including, without limitation, any liquor licenses and any trademark or other Permits applicable to any Franchise Agreement) with respect to the Property Collateral 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 any Franchise Agreement) 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 (ai) reasonably satisfactory to Lender and satisfactory to the applicable licensing authorities and (bii) 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 Property 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. (b) Borrower shall cause Mortgage Borrower to keep and maintain all Intellectual Property relating to the use or operation of the Property and all Intellectual Property (other than any Intellectual Property used by Mortgage Borrower pursuant to any Franchise Agreement franchise agreement entered into in accordance with the applicable terms and conditions hereofhereof or any Management Agreement) shall be held by and (if applicable) registered in the name of Mortgage Borrower. Borrower shall not cause Mortgage Borrower to transfer or let lapse any material Intellectual Property without Lender’s prior consent. Except to the extent the same consent unless such transfer or lapse is required to be maintained by an unaffiliated Franchisor pursuant to the Franchise Agreement, any website with respect to the Property shall be maintained by or on behalf of Borrower and any such website shall be registered in the name ordinary course of business and would not reasonably be expected to result in a Material Adverse Effect. Lender acknowledges that it has no security interest in any Intellectual Property or right to use any of Borrower. Borrower shall not transfer ’s, Mezzanine A Borrower’s, Mortgage Borrower’s (or any such website of Borrower’s Affiliates) trade names or trademarks in connection with the Loan (unless other than as set forth in the same is maintained any controlled by an unaffiliated Franchisor) without Lender’s prior consentSubordination of Management Agreement).