• Governmental Agency or its assets including without limitation all Environmental Laws, in all respects material to the Governmental Agency's business, assets or prospects and shall immediately notify the Registered Owner of any violation of any rule, regulation, statute, ordinance, order or law relating to the public health or the environment and of any complaint or notifications received by the Governmental Agency regarding any environmental or safety and health rule, regulation, statute, ordinance, or law. The Governmental Agency shall obtain and maintain any and all licenses, permits, franchises, governmental authorizations, patents, trademarks, copyrights, or other rights necessary for the ownership of its properties and the advantageous conduct of its business and as may be required from time to time by applicable law.
• (vi)Notice of Default. The Governmental Agency shall, within ten days of its knowledge thereof, give written notice to the Registered Owner of (1) the occurrence of any event or the existence of any condition which would be, after notice or lapse of applicable grace periods, an Event of Default, and (2) the occurrence of any event or the existence of any condition which would prohibit or limit the ability of any the Governmental Agency to reaffirm any of the representations or warranties, or to perform any of the covenants, set forth herein.
• (vii)Costs. The Governmental Agency shall reimburse the Registered Owner for any and all reasonable fees, costs and expenses including without limitation reasonable Attorneys' Fees, other professionals' fees, expert fees, court costs, litigation, and other expenses (collectively, the "Costs") incurred or paid by the Registered Owner or any of its officers, employees or agents in connection with: (1) the preparation, negotiation, procurement, review, administration or enforcement of the Loan Documents, Rate Management Agreements, Rate Management Obligations, or any instrument, agreement, document, policy, consent, waiver, subordination, release of lien, termination statement, satisfaction of mortgage, financing statement, or other lien search, recording, or filing related thereto (or any amendment, modification, or extension to, or any replacement or substitution for, any of the foregoing), whether or not any particular portion of the transactions contemplated during such negotiations is ultimately consummated, and (2) the defense, preservation, and protection of the Registered Owner's rights and remedies thereunder, including without limitation, its security interest in any property pledged to secure Obligations, if any, whether incurred in bankruptcy, insolvency, foreclosure, or other litigation or proceedings or otherwise. The Costs shall be due and payable upon demand by the Registered Owner. If the Governmental Agency fails to pay the Costs when upon such demand, the Registered Owner is entitled to disburse such sums as Obligations. Thereafter, the Costs shall bear interest from the date incurred or disbursed at the highest rate set forth in this Note. This provision shall survive the termination of this Note or the repayment of any amounts due or the performance of any Obligation.
• (viii)Other Amounts Deemed Loans. If the Governmental Agency fails to pay any tax, assessment, governmental charge, or levy or to maintain insurance within the time permitted or required by this Note, or to comply with any other