THAT IT SHALL, UPON AGENT'S REQUEST, SELL AND ASSIGN TO AGENT OR
SUCH PERSON, SUCH NON-CONSENTING LENDER'S PRO RATA SHARE OF THE UNPAID PRINCIPAL
AMOUNT OF THE LOAN FOR AN AMOUNT EQUAL TO THE PRO RATA SHARE OF THE PRINCIPAL
BALANCE OF THE LOAN HELD BY SUCH NON-CONSENTING LENDER PLUS ALL ACCRUED INTEREST
AND FEES WITH RESPECT THERETO THROUGH THE DATE OF SALE, SUCH PURCHASE AND SALE
TO BE CONSUMMATED PURSUANT TO AN EXECUTED ASSIGNMENT AGREEMENT.
(D)
UPON INDEFEASIBLE PAYMENT IN FULL IN CASH AND PERFORMANCE OF ALL
OF THE OBLIGATIONS (OTHER THAN INDEMNIFICATION OBLIGATIONS) AND A RELEASE OF ALL
CLAIMS AGAINST AGENT AND LENDERS, AND SO LONG AS NO SUITS, ACTIONS, PROCEEDINGS,
OR CLAIMS ARE PENDING OR THREATENED
63
AGAINST ANY INDEMNIFIED PERSON ASSERTING ANY DAMAGES, LOSSES OR LIABILITIES THAT
ARE INDEMNIFIED LIABILITIES, AGENT SHALL DELIVER TO BORROWERS TERMINATION
STATEMENTS, MORTGAGE RELEASES AND OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO
EVIDENCE THE TERMINATION OF THE LIENS SECURING PAYMENT OF THE OBLIGATIONS.
SECTION 13.3
FEES AND EXPENSES.
(A)
INVESTMENT BANKING FEE.
IN CONNECTION WITH OBTAINING THE LOAN,
BORROWERS SHALL PAY, ON OR BEFORE THE CLOSING DATE, TO LIBRA SECURITIES, LLC, A
FEE (THE "INVESTMENT BANKING FEE") IN THE AMOUNT OF THREE PERCENT (3.00%) OF THE
AGGREGATE PRINCIPAL AMOUNT OF THE LOAN.
(B)
OTHER FEES AND EXPENSES.
IN ADDITION TO PAYMENT OF THE FEES SET
FORTH IN THE FEE LETTER (IN ACCORDANCE WITH THE TERMS OF THE FEE LETTER),
BORROWERS SHALL REIMBURSE (I) AGENT FOR ALL FEES, COSTS AND EXPENSES (INCLUDING
THE REASONABLE FEES AND EXPENSES OF ALL OF ITS COUNSEL, ADVISORS, CONSULTANTS
AND AUDITORS) AND (II) AGENT (AND, WITH RESPECT TO CLAUSES (III) AND (IV) BELOW,
ALL LENDERS) FOR ALL FEES, COSTS AND EXPENSES, INCLUDING THE REASONABLE FEES,
COSTS AND EXPENSES OF COUNSEL OR OTHER ADVISORS (INCLUDING ENVIRONMENTAL AND
MANAGEMENT CONSULTANTS AND APPRAISERS), INCURRED IN CONNECTION WITH THE
NEGOTIATION AND PREPARATION OF THE LOAN DOCUMENTS AND INCURRED IN CONNECTION
WITH:
(I)
THE FORWARDING TO BORROWERS OR ANY OTHER PERSON ON BEHALF OF
BORROWERS BY AGENT OF THE PROCEEDS OF THE LOAN (INCLUDING A WIRE TRANSFER FEE OF
TWENTY FIVE DOLLARS ($25.00) PER WIRE TRANSFER);
(II)
ANY AMENDMENT, MODIFICATION OR WAIVER OF, CONSENT WITH RESPECT
TO, OR TERMINATION OF, ANY OF THE LOAN DOCUMENTS OR ADVICE IN CONNECTION WITH
THE SYNDICATION OR ADMINISTRATION OF THE LOAN MADE PURSUANT HERETO OR ITS RIGHTS
HEREUNDER OR THEREUNDER;
(III)
ANY REVIEW OF A WITHDRAWAL CERTIFICATE;
(IV)
ANY LITIGATION, CONTEST, DISPUTE, SUIT, PROCEEDING OR ACTION
(WHETHER INSTITUTED BY AGENT, ANY LENDER, A BORROWER OR ANY OTHER PERSON AND
WHETHER AS A PARTY WITNESS OR OTHERWISE) IN ANY WAY RELATING TO THE COLLATERAL,
ANY OF THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT TO BE EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THEREWITH, INCLUDING ANY LITIGATION, CONTEST, DISPUTE,
SUIT, CASE, PROCEEDING OR ACTION, AND ANY APPEAL OR REVIEW THEREOF, IN
CONNECTION WITH A CASE COMMENCED BY OR AGAINST ANY BORROWER OR ANY OTHER PERSON
THAT MAY BE OBLIGATED TO AGENT OR ANY LENDER BY VIRTUE OF THE