1199 F STREET EXCEPT IN EACH CASE
TO THE EXTENT OF THE ALLOCATED TERM LOAN AMOUNT WITH RESPECT TO 1199 F STREET;
AND (III) IN NO EVENT SHALL THE SALE OF ANY ASSET FOR THE MINIMUM REQUIRED
AMOUNTS UNDER THIS SECTION CONSTITUTE AN EVENT OF DEFAULT SO LONG AS THE
ADMINISTRATIVE AGENT HAS APPROVED THE RELATED SALE IN ADVANCE AND SO LONG AS THE
PROCEEDS OF EACH SUCH SALE (AND THE RELATED DEFICIENCY) ARE APPLIED (AND
RE-ALLOCATED) IN THE MANNER SET FORTH IN THIS SECTION.
(D)
ADDITIONAL CASH COLLATERAL.
THE ADDITIONAL CASH COLLATERAL SHALL
BE DEPOSITED INTO AN ADDITIONAL COLLATERAL ACCOUNT TO BE MAINTAINED BY, AND
UNDER THE SOLE DOMINION AND CONTROL OF, THE ADMINISTRATIVE AGENT AND SHALL BE
HELD BY THE ADMINISTRATIVE AGENT AS COLLATERAL SECURITY SOLELY FOR THE L/C
OBLIGATIONS ARISING WITH RESPECT TO THE MORTGAGE OBLIGATION LCS.
THE
ADMINISTRATIVE AGENT SHALL, UPON REQUEST OF THE BORROWERS, RELEASE FROM SUCH
ACCOUNT AMOUNTS TO SATISFY, ON A DOLLAR FOR DOLLAR BASIS, AMOUNTS THEN DUE AND
PAYABLE PURSUANT TO THE AGREEMENTS FOR WHICH THE MORTGAGE OBLIGATION LCS WERE
ISSUED; PROVIDED THAT ANY SUCH AMOUNTS SHALL ONLY BE RELEASED TO THE RELEVANT
OBLIGOR (AND NOT TO THE BORROWERS) (I) UPON PRESENTATION OF REASONABLE EVIDENCE
THAT THE RELEVANT AMOUNTS ARE THEN DUE AND PAYABLE AND (II) IF REASONABLE NOTICE
AND WIRING INSTRUCTIONS TO THE APPROPRIATE THIRD PARTY ACCOUNTS HAVE BEEN
PROVIDED TO THE ADMINISTRATIVE AGENT.
UPON THE EXPIRATION, TERMINATION OR
CANCELLATION OF THE MORTGAGE OBLIGATION LCS, IN WHOLE OR IN PART, THE
ADMINISTRATIVE AGENT SHALL PROMPTLY RELEASE ANY THEN-REMAINING AMOUNT OF
ADDITIONAL CASH COLLATERAL TO THE BORROWERS.
(E)
THE ADMINISTRATIVE AGENT SHALL HAVE EACH OF THE RIGHTS SET FORTH
BELOW, WHICH THE ADMINISTRATIVE AGENT CAN EITHER EXERCISE OR REFRAIN FROM
EXERCISING, AS DETERMINED IN ITS SOLE AND ABSOLUTE DISCRETION, IF EITHER (I) THE
ADMINISTRATIVE AGENT DETERMINES, IN ITS REASONABLE DISCRETION, THAT THE
BORROWERS HAVE FAILED TO CONTINUOUSLY ENGAGE IN THE MARKETING EFFORTS REQUIRED
IN SUBSECTIONS (B)(I) OR (II) OF THIS SECTION 2.18 AND HAS PREVIOUSLY PROVIDED
THE BORROWERS WITH AT LEAST TEN (10) DAYS PRIOR WRITTEN NOTICE AND OPPORTUNITY
TO CURE SUCH FAILURE, AND THE BORROWERS HAVE FAILED TO DO SO WITHIN SUCH 10-DAY
PERIOD TO THE ADMINISTRATIVE AGENT'S SATISFACTION IN ITS REASONABLE DISCRETION,
OR (II) THE BORROWERS HAVE FAILED TO SELL AN ASSET OR ASSETS IN ACCORDANCE WITH
SUBSECTIONS (B)(I) OR (II) OF THIS SECTION 2.18 PRIOR TO THE DEADLINES SPECIFIED
THEREIN UNLESS, PRIOR TO SUCH DEADLINES, THE BORROWERS PAY TO THE ADMINISTRATIVE
AGENT AN AMOUNT EQUAL TO THE ALLOCATED TERM LOAN AMOUNT FOR SUCH ASSET, WITH
EACH SUCH PAYMENT TO BE APPLIED BY THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH
CLAUSE (IV) ABOVE:
(I)
THE EXCLUSIVE RIGHT TO ENGAGE IN MARKETING ACTIVITIES EITHER
DIRECTLY OR BY HIRING AND OR REPLACING CONTRACTORS, IN EACH CASE, AS ARE
ACCEPTABLE TO THE ADMINISTRATIVE AGENT IN ITS SOLE AND ABSOLUTE DISCRETION; IT
BEING UNDERSTOOD AND AGREED THAT IF THE ADMINISTRATIVE AGENT EXERCISES SUCH
RIGHT, THE CREDIT PARTIES HAVE NO FURTHER MARKETING OBLIGATION;
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(II)