LENDER AS ADDITIONAL COLLATERAL FOR THE OBLIGATIONS, WHICH PLEDGE SHALL
CONSTITUTE A FIRST PRIORITY LIEN THEREON, AND BORROWERS SHALL HAVE EXECUTED SUCH
DOCUMENTS AND INSTRUMENTS, AND TAKEN SUCH FURTHER ACTIONS, AS REASONABLY
REQUESTED BY LENDER TO EVIDENCE, SECURE AND PERFECT SUCH PLEDGE; PROVIDED,
HOWEVER, THAT IN THE CASE OF EITHER CLAUSE (A) OR CLAUSE (B) ABOVE, SUCH PLEDGE
(Y) SHALL NOT PROHIBIT, OR REQUIRE LENDER'S CONSENT TO, A SUBSEQUENT SALE BY THE
IP PURCHASER OF THE IP, BUT SHALL ONLY REQUIRE THAT THE NET PROCEEDS OF ANY SUCH
SUBSEQUENT SALE WHICH ARE PAYABLE TO THE IP PURCHASER BE DELIVERED TO LENDER AND
BE USED AS A PREPAYMENT OF THE LOAN PURSUANT TO THE SAME TERMS AND CONDITIONS AS
GOVERNED THE PAYMENT OF THE IP RELEASE PRICE (IT BEING UNDERSTOOD THAT ANY SUCH
NET PROCEEDS OF ANY SUCH SUBSEQUENT SALE SHALL BE DEEMED A PART OF THE
PREVIOUSLY-PAID IP RELEASE PRICE FOR ALL PURPOSES UNDER THIS AGREEMENT), AND (Z)
SHALL TERMINATE UPON THE EARLIER OF (I) ONE (1) YEAR FROM THE DATE OF THE IP
SALE OR (II) THE REPAYMENT IN FULL OF THE DEBT;
(VIII)
BORROWERS SHALL HAVE PAID ALL OF THE ACTUAL
OUT-OF-POCKET REASONABLE THIRD PARTY LEGAL FEES AND ACTUAL OUT-OF-POCKET
REASONABLE THIRD PARTY EXPENSES INCURRED BY LENDER IN CONNECTION WITH (A)
REVIEWING AND PROCESSING ANY SALE REQUEST WITH RESPECT TO AN IP SALE, WHETHER OR
NOT THE IP SALE WHICH IS THE SUBJECT OF A SALE REQUEST ACTUALLY CLOSES, (B) THE
SATISFACTION OF ANY OF THE CONDITIONS SET FORTH IN THIS SECTION 2.5.3(A), AND
(C) PROVIDING ALL RELEASE DOCUMENTS IN CONNECTION WITH ANY IP SALE AS PROVIDED
IN SECTION 2.5.3(D) HEREOF;
(IX)
NO MONETARY DEFAULT NOR ANY EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING AT THE TIME OF THE SUBMISSION BY IP
BORROWER OF A SALE REQUEST OR AT THE TIME OF THE CLOSING OF AN IP SALE;
(X)
THERE SHALL ONLY BE ONE (1) IP SALE;
(XI)
THE IP PURCHASER SHALL ENTER INTO ONE OR
MORE ROYALTY FREE LICENSE AGREEMENTS, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO BORROWERS AND LENDER, APPLYING THE STANDARDS OF A PRUDENT
COMMERCIAL MORTGAGE LOAN LENDER, PURSUANT TO WHICH SUCH IP PURCHASER SHALL
LICENSE TO EACH BORROWER ALL OF THE IP THAT IS REASONABLY NECESSARY OR DESIRABLE
TO OPERATE ITS PROPERTY AS THEN BEING OPERATED AND AS THEN CONTEMPLATED TO BE
OPERATED IN THE FUTURE (COLLECTIVELY, THE "PURCHASER LICENSED IP"), AND EACH
APPLICABLE BORROWER, AT BORROWERS' SOLE
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COST AND EXPENSE, SHALL EXECUTE AND DELIVER, OR CAUSE TO BE EXECUTED AND
DELIVERED, TO AND FOR THE BENEFIT OF LENDER, A SECURITY INTEREST AGREEMENT
COVERING SUCH PURCHASER LICENSED IP, TOGETHER WITH SUCH OTHER FINANCING
STATEMENTS, DOCUMENTS AND/OR INSTRUMENTS REASONABLY REQUIRED BY LENDER IN ORDER
TO PERFECT ITS SECURITY INTEREST IN THE PURCHASER LICENSED IP AND TO ENABLE
LENDER TO FORECLOSE ON SUCH PURCHASER LICENSED IP UPON THE OCCURRENCE AND DURING
THE CONTINUANCE OF AN EVENT OF DEFAULT, ALL OF THE FOREGOING TO BE IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO LENDER;