AND
(XII)
BORROWERS SHALL HAVE DELIVERED TO LENDER (A)
ANY AMENDMENTS TO THE LOAN DOCUMENTS DEEMED REASONABLY NECESSARY BY LENDER IN
ORDER TO EFFECTUATE THE RELEASE OF THE IP, AND (B) ALL DOCUMENTS AND INFORMATION
REASONABLY REQUESTED BY LENDER IN ORDER TO VERIFY THE SATISFACTION OF THE
FOREGOING CONDITIONS.
(B)
WITH RESPECT TO ANY PROPOSED IP SALE THAT
DOES NOT CLOSE FOR ANY REASON, ON THE EARLIER TO OCCUR OF (I) FIVE (5) BUSINESS
DAYS AFTER THE DATE ON WHICH LENDER IS NOTIFIED THAT SUCH IP SALE WILL NOT
CLOSE, OR (B) THE ONE HUNDRED THIRTY-FIFTH (135TH) DAY FOLLOWING THE DELIVERY TO
LENDER OF THE RELATED SALE REQUEST, LENDER SHALL BE REIMBURSED FOR ALL
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS'
FEES) INCURRED IN CONNECTION THEREWITH.
(C)
IN THE EVENT THAT AN IP SALE WITH RESPECT
TO WHICH A SALE REQUEST WAS SUBMITTED TO LENDER DOES NOT CLOSE WITHIN ONE
HUNDRED THIRTY-FIVE (135) DAYS AFTER THE DATE OF SUCH SALE REQUEST, IF IP
BORROWER WISHES TO PROCEED WITH SUCH IP SALE, IP BORROWER SHALL BE REQUIRED TO
RE-SUBMIT AN UPDATED SALE REQUEST TO LENDER AND SATISFY THE CONDITIONS SET FORTH
IN SECTION 2.5.3(A) HEREOF WITH RESPECT TO THE IP SALE WHICH IS THE SUBJECT OF
SUCH RESUBMITTED SALE REQUEST AS OF THE DATE OF SUCH RESUBMISSION.
(D)
WITH RESPECT TO AN IP SALE, UPON
SATISFACTION OF THE CONDITIONS SET FORTH IN SECTION 2.5.3(A) HEREOF, LENDER, AT
THE SOLE COST AND EXPENSE OF BORROWERS, SHALL EXECUTE AND DELIVER TO BORROWERS
RELEASES, SATISFACTIONS, DISCHARGES AND/OR ASSIGNMENTS, AS APPLICABLE AND AS
REASONABLY REQUESTED BY BORROWERS, OF THE MORTGAGE AND THE OTHER LOAN DOCUMENTS
RELATING TO THE IP.
2.5.4
SALE OF PROPERTIES OR IP DURING EVENT OF DEFAULT.
NOTWITHSTANDING THE PROVISIONS OF THE FOREGOING SECTIONS 2.5.1, 2.5.2 AND 2.5.3
OR ANY OTHER PROVISION TO THE CONTRARY IN THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS, IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY BORROWERS THAT, UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT: (I) NO BORROWER
SHALL HAVE ANY RIGHT TO SELL ANY PROPERTY OR ANY PORTION THEREOF OR ANY IP
WITHOUT, IN EACH INSTANCE, LENDER'S PRIOR WRITTEN CONSENT, WHICH CONSENT MAY BE
GIVEN OR WITHHELD IN LENDER'S SOLE DISCRETION, (II) ANY SUCH SALE OF ONE OR MORE
OF THE PROPERTIES OR ANY PORTION THEREOF AND/OR ANY IP SHALL BE ON SUCH TERMS
AND CONDITIONS AS TO WHICH LENDER AND BORROWERS SHALL AGREE, LENDER, HOWEVER,
HAVING THE RIGHT TO IMPOSE SUCH TERMS AND CONDITIONS AS IT SHALL ELECT IN ITS
SOLE DISCRETION, (III) THE PROVISIONS OF THIS SECTION 2.5 (OTHER THAN THIS
SECTION 2.5.4) SHALL NOT BE APPLICABLE TO ANY SUCH SALE OF ONE OR MORE OF THE
PROPERTIES OR ANY PORTION THEREOF AND/OR ANY IP CONSENTED TO BY LENDER AS
AFORESAID, AND (IV) IN THE EVENT THAT, FOLLOWING ANY SUCH SALE OF ONE
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OR MORE OF THE PROPERTIES OR ANY PORTION THEREOF AND/OR ANY IP, THE DEBT SHALL
HAVE BEEN PAID IN FULL, LENDER SHALL DISTRIBUTE ANY REMAINING