11-25-1996 EDA - Laserfiche WebLink

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remain unpaid under the �DA Note, to cndorse any checks, drafts or other orders of the payn�ent of money thereunder, and at the I,ende�'s discretion to file Qny claims or t�ke any actions or proceeding either in tt, own name or in the name of the Company, which the I,endcr znay deem to be neeessary or advisable. The Lender shall not be obligated to defend eny actions agZinst the Co�npany or ttie L.ender arising out of any failu�e of the Company to p�rform its obligations and duties under the I)evelopment Agreement, The Company agrees td pay al] costs and expenses, to a�pear in anc� defend any action or proceeding arising under� growing out of, or in any manner connected with the I3evelopment Agreement or the oblisations, duties and liabilities of the Company thereunder, and to pay a11 reasonable costs and expenses of the Lenc9er, incXuding attarney fees, in any actiort or proceeding relating to the Dedelopment Abreement or the EDA Note in which the L,ender may appear, Pending an assiimption of the Development A�reernent by the Lender pursuant to paragraph 6 hereof� the Comp�ny �igrees, irrespective of this Agreement, to promptIy keep and perform all of its promises, covenants and obligativns ur�der the Development Agreemente The rights of the Lender created pursu�nt to �his A►greement are in addition to all other �tight' of the Lender under the terms of a1I other agreements made by and between the Campany, the I.endee, and/or any third parties, such as guarantors, and the Lender may waive its rights hereunder, The Company covenants and agrees to make, exec�,te and deliv�r any and all such further or additional instruments as may be necessary to satisfy a��d effeceuate the intents and purposes of thls Agreement and to perfect or explicitly consent ta tl�e assignments made by the Company hereundeX, but the Compatty hereby consents to all such transfers or othez� actions taken pursuant hereto and further agrees that the same sh�ll be fully effective as against the Company whether or not the Company willingYy and exrressPy consents thereto at the time. The Lender shalI have the right at any time, but sha11 have no oblibatton, to tKke in its name or in the narne of the Company, or othenvise, such action as the �,ender rnay at a�ay time or from time ta time determine to b� reasonably necesszry to cure any Event of Default under the Development �eernent or to protect the rights of the Compauy or tl�e Lender thereunder. The Lender sha11 incur no liabiliky ta the Company if any action taken by Lender or in the Lender's behalf �n good faith pursuant to this Agreement shall prove to be in whole or in part inadequate or invalid, The Company hereby protects� defends, indemnifies 8nd holds the I,tnder aad jts affiliated entitles, free and harmless froin and against any and all loss, cost, liability or expense (including, but not limited to, attorneys' fees and account�nts' fees) to which the Lender may be exposed, or that t}�e Lender may incur, in exercising any of its rights u�der this Ag�reement, unless c�used by the ieltentional misconduct or gross negligenGe of Bhe I.enc�er. 4� utho ' to Give I�Tot° es o Sus ension of Perfannance o�' Event of Default. The Authority hereby ag�r�es to give written notice to the Company and the L.ender of �ny suspension of the Authority's per£ormance under the Devel�pment Agreemene and of any determination by th� Authority �o withhald any payment under the EDA Note. The 336765.2 3 S 39�d S�S0��09�°ON ��i 9�t°��axi 4I��7 bIQ��