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3I <br />9 2 County Obligations. <br />Except as herein otherwise set forth, throughout the term of this Agreement, the <br />County will maintain full beneficial use and ownership of the Facility and will pay, keep, <br />observe and perform all payments, terms, covenants, conditions and obligations under any bonds, <br />debentures or other security agreements or contracts relating to the Facility to which the County <br />may be bound, and RFP shall reasonably cooperate with the County in this regard. <br />10. Assignment; Affiliates. <br />10.1 Assigmnent. <br />Neither this Agreement nor any of the rights or obligations hereunder maybe <br />assigned by either party hereto without the prior written consent of the other party hereto, which <br />consent shall be given or not within the sole and absolute discretion of the party from whom <br />consent is sought. The party being asked to consent shall not delay in its response to the request <br />for consent. The pazties acknowledge that the foregoing does not preclude the assignment by <br />RFP of its rights to receive its management and incentive fees hereunder to its lender(s) as <br />collateral security for RFP's obligations under any credit facilities provided to it by such <br />lender(s), provided that such collateral assignment shall not in any event cover RFP's rights to <br />manage, promote or operate the Facility hereunder. <br />10.2 Conflicts of Interest. <br />The County acknowledges that RFP manages other public assembly facilities <br />which may, from time to time, be in competition with the Facility, The management of <br />competing facilities will not, in and of itself, be deemed a conflict of interest or breach of RFP's <br />duties hereunder; provided, however, in all instances in which the Facility is in competition with <br />other public assembly facilities managed by RFP for the solicitation of members, users or an <br />event, RFP shall, before soliciting members or users of the Facility or selecting a site for the <br />event, confer with the Contract Administrator, making such information available to the Contract <br />Administrator as is reasonably requested by the Contract Administrator regarding the solicitation <br />or the selection of the site for the event. <br />il. Laws and Permits. <br />11.1 Permits Licenses Taxes and Liens. <br />RFP shall procure any permits and licenses required for the business to be <br />conducted by it hereunder. The County shall cooperate with RFP in applying for such permits <br />and licenses, but the County itself shall not necessarily be a licensee or permitee unless required <br />by the applicable license or permit or unless required by the County for other reasons. RFP shall <br />deliver copies of all such permits and licenses to the Contract Administrator. RFP shall pay <br />promptly, out of the accounts specified in Section S.C, all taxes, excises, license fees and permit <br />fees of whatever nature arising from its operation, promotioti and management of the Facility. <br />24 <br />