THE RIGHT TO BE ACTIVELY INVOLVED IN ALL FUTURE RELATED SALES AND
MARKETING ACTIVITIES WHICH MAY BE CONDUCTED BY OR ON BEHALF OF THE BORROWERS;
AND/OR
(III)
THE RIGHT TO REQUIRE THE BORROWERS TO ACCEPT ANY SUBSEQUENTLY
ARISING PURCHASE OFFERS THEREAFTER RECEIVED IN CONNECTION WITH THE ONGOING
EFFORTS TO SELL ANY OR ALL OF THE RELEVANT PROPERTIES, AND TO SELL ALL SUCH
RELEVANT PROPERTIES PURSUANT TO THE TERMS OF EACH SUCH SUBSEQUENTLY ACCEPTED
OFFER.
In connection with the marketing efforts described in Section 2.18, the
Borrowers and the Guarantors shall, on a weekly basis provide the Administrative
Agent with detailed written reports describing all such efforts, and shall
discuss all such efforts and strategies with the Administrative Agent on a
regular basis in an effort to maximize their efficiency.
In connection with any conveyance of an asset pursuant to an offer that the
Borrowers have been required by the Administrative Agent to accept, the
Borrowers shall only be required in connection with such a conveyance to convey
such asset on an "AS IS" basis and without representation or warranty except for
a representation or warranty that such asset is, immediately prior to such
conveyance, beneficially owned by the Borrowers and not encumbered by a Lien
created by the Borrowers.
SECTION 19.
AMENDMENT TO FEE AND PRICING LETTER.
(A)
NOTWITHSTANDING ANY
OTHER PROVISION TO THE CONTRARY, UPON THE EFFECTIVENESS OF THIS AMENDMENT NO
FURTHER AMOUNTS SHALL BE PAYABLE UNDER PARAGRAPH (C) OF THE FEE AND PRICING
LETTER.
(B)
PARAGRAPH (I) OF THE FEE AND PRICING LETTER IS HEREBY DELETED AND THE TERM
"[RESERVED]" IS INSERTED IN ITS PLACE.
THE PROVISIONS OF PARAGRAPH (J) OF THE
FEE AND PRICING LETTER SHALL ALSO NO LONGER APPLY EXCEPT FOR
SECTION 2.7(B)(IV)(A)(B) TO THE EXTENT SUCH SECTION PERMITS THE BORROWER WITH
RESPECT TO THE TERM LOANS TO OBTAIN A RELEASE OF AN ASSET UPON PAYMENT IN FULL
OF THE ALLOCATED TERM LOAN AMOUNT FOR SUCH ASSET; PROVIDED, HOWEVER, THAT ANY
SUCH RELEASE SHALL BE MADE ONLY WITH THE PRIOR CONSENT OF THE ADMINISTRATIVE
AGENT, OTHER THAN WITH RESPECT TO 1199 F STREET, WHICH SHALL NOT REQUIRE SUCH
CONSENT.
SECTION 20.
CLAIMS AND DEFENSES.
THE BORROWERS AND THE GUARANTORS, TOGETHER
WITH EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY EXPRESSLY FOREVER
WAIVE, RELEASE AND DISCHARGE ANY AND ALL CLAIMS (INCLUDING, WITHOUT LIMITATION,
CROSS-CLAIMS, COUNTERCLAIMS, RIGHTS OF SETOFF AND RECOUPMENT), CAUSES OF
ACTIONS, DEMANDS, SUITS, COSTS, EXPENSES AND DAMAGES (COLLECTIVELY, THE
"CLAIMS") EACH MAY HAVE OR ALLEGE TO HAVE (AND ALL DEFENSES WHICH MAY ARISE OUT
OF ANY OF THE FOREGOING) OF ANY NATURE, DESCRIPTION OR KIND WHATSOEVER, WHETHER
KNOWN OR UNKNOWN, WHETHER NOW OR HEREAFTER ARISING, AND WHETHER ARISING IN LAW
OR AT EQUITY, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER AND EACH OF THEIR
RESPECTIVE AFFILIATES, EQUITYHOLDERS AND "CONTROLLING PERSONS" (WITHIN THE
MEANING OF THE UNITED STATES FEDERAL SECURITIES LAWS) AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS AND EACH AND ALL OF THE EMPLOYEES, DIRECTORS, OFFICERS,
ATTORNEYS, AGENTS AND OTHER REPRESENTATIVES OF EACH OF THE FOREGOING
(COLLECTIVELY,