Common use of Release of IP Clause in Contracts

Release of IP. (a) Section 2.5.3 of the Mortgage Loan Agreement contains provisions permitting IP Borrower to sell the IP (in whole but not in part) (an “IP Sale”), to either a bonafide third party purchaser (a “Bonafide IP Purchaser”) or to an Affiliate of Borrower or any other Restricted Party (an “Affiliate IP Purchaser”; and together with a Bonafide IP Purchaser, individually, an “IP Purchaser”), and obtain a release of the IP from the Liens of the Mortgage upon satisfaction of certain conditions and requirements set forth in Section 2.5.3 of the Mortgage Loan Agreement. (b) Lender hereby consents to any IP Sale conducted in accordance with the terms of Section 2.5.3 of the Mortgage Loan Agreement provided that: (i) Borrowers deliver to Lender a copy of all requests and other notices relating to such IP Sale delivered to Mortgage Lender concurrently with delivery of the same to Mortgage Lender; (ii) all certifications made by IP Borrower in connection with such IP Sale also run for the benefit of Lender; (iii) contemporaneously with such IP Sale, Borrowers shall cause IP Borrower to deposit directly into the Mortgage Cash Management Account an amount equal to the sum of (A) the IP Release Price determined in accordance with the Mortgage Loan Agreement, which funds shall be applied by Mortgage Lender as provided in Section 2.4.3(g) of the Mortgage Loan Agreement and Section 2.4.4(g) hereof, plus (B) all accrued and unpaid interest on said amount prepaid in accordance with the terms of this Agreement and the Mortgage Loan Agreement, plus (C) if such prepayment occurs on a day other than a Payment Date, interest on the IP Release Price to, but not including, the next succeeding ninth (9th) day of a calendar month, plus (D) the Prepayment Fee, if any; (iv) 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, if any, 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 Section 2.5.3(a) of the Mortgage Loan Agreement, and (C) providing all release documents in connection with any IP Sale as provided in Section 2.5.3(d) of the Mortgage Loan Agreement; and (v) No monetary Default, monetary Mortgage Default or any monetary Mezzanine Default, and no Event of Default, Mortgage Event of Default or any Mezzanine 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 such IP Sale. (c) Upon repayment in full of the Mortgage Loan, if the Loan or any portion thereof is then outstanding, the provisions of Section 2.5.3 of the Mortgage Loan Agreement and all related definitions shall be incorporated into this Agreement in their entirety, but the terms used therein shall mean and refer to the correlative terms defined herein.

Release of IP. (a) Section 2.5.3 of the Mortgage Loan Agreement contains provisions permitting IP Borrower to sell the IP (in whole but not in part) (an “IP Sale”), to either a bonafide third party purchaser (a “Bonafide IP Purchaser”) or to an Affiliate of Borrower or any other Restricted Party (an “Affiliate IP Purchaser”; and together with a Bonafide IP Purchaser, individually, an “IP Purchaser”), and obtain a release of the IP from the Liens of the Mortgage upon satisfaction of certain conditions and requirements set forth in Section 2.5.3 of the Mortgage Loan Agreement. (b) Lender hereby consents to any IP Sale conducted in accordance with the terms of Section 2.5.3 of the Mortgage Loan Agreement provided that: (i) Borrowers deliver to Lender a copy of all requests and other notices relating to such IP Sale delivered to Mortgage Lender concurrently with delivery of the same to Mortgage Lender; (ii) all certifications made by IP Borrower in connection with such IP Sale also run for the benefit of Lender; (iii) contemporaneously with such IP Sale, Borrowers shall cause IP Borrower to deposit directly into the Mortgage Cash Management Account an amount equal to the sum of (A) the IP Release Price determined in accordance with the Mortgage Loan Agreement, which funds shall be applied by Mortgage Lender as provided in Section 2.4.3(g) of the Mortgage Loan Agreement and Section 2.4.4(g) hereof, plus (B) all accrued and unpaid interest on said amount prepaid in accordance with the terms of this Agreement and the Mortgage Loan Agreement, plus (C) if such prepayment occurs on a day other than a Payment Date, interest on the IP Release Price to, but not including, the next succeeding ninth (9th) day of a calendar month, plus (D) the Prepayment Fee, if any; (iv) 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, if any, 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 Section 2.5.3(a) of the Mortgage Loan Agreement, and (C) providing all release documents in connection with any IP Sale as provided in Section 2.5.3(d) of the Mortgage Loan Agreement; and (v) No monetary Default, monetary Mortgage Default or any monetary Mezzanine Default, and no Event of Default, Mortgage Event of Default or any Mezzanine 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 such IP Sale. (c) Upon repayment in full of the Mortgage Loan and the First Mezzanine Loan, if the Loan or any portion thereof is then outstanding, the provisions of Section 2.5.3 of the Mortgage Loan Agreement and all related definitions shall be incorporated into this Agreement in their entirety, but the terms used therein shall mean and refer to the correlative terms defined herein.

Release of IP. (a) Section 2.5.3 of the Mortgage Loan Agreement contains provisions permitting IP Borrower to sell the IP (in whole but not in part) (an “IP Sale”), to either a bonafide third party purchaser (a “Bonafide IP Purchaser”) or to an Affiliate of Borrower or any other Restricted Party (an “Affiliate IP Purchaser”; and together with a Bonafide IP Purchaser, individually, an “IP Purchaser”), and obtain a release of the IP from the Liens of the Mortgage upon satisfaction of certain conditions and requirements set forth in Section 2.5.3 of the Mortgage Loan Agreement. (b) Lender hereby consents to any IP Sale conducted in accordance with the terms of Section 2.5.3 of the Mortgage Loan Agreement provided that: (i) Borrowers deliver to Lender a copy of all requests and other notices relating to such IP Sale delivered to Mortgage Lender concurrently with delivery of the same to Mortgage Lender; (ii) all certifications made by IP Borrower in connection with such IP Sale also run for the benefit of Lender; (iii) contemporaneously with such IP Sale, Borrowers shall cause IP Borrower to deposit directly into the Mortgage Cash Management Account an amount equal to the sum of (A) the IP Release Price determined in accordance with the Mortgage Loan Agreement, which funds shall be applied by Mortgage Lender as provided in Section 2.4.3(g) of the Mortgage Loan Agreement and Section 2.4.4(g) hereof, plus (B) all accrued and unpaid interest on said amount prepaid in accordance with the terms of this Agreement and the Mortgage Loan Agreement, plus (C) if such prepayment occurs on a day other than a Payment Date, interest on the IP Release Price to, but not including, the next succeeding ninth first (9th1st) day of a calendar month, plus (D) the Prepayment Fee, if any; (iv) 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, if any, 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 Section 2.5.3(a) of the Mortgage Loan Agreement, and (C) providing all release documents in connection with any IP Sale as provided in Section 2.5.3(d) of the Mortgage Loan Agreement; and (v) No monetary Default, monetary Mortgage Default or any monetary Mezzanine Default, and no Event of Default, Mortgage Event of Default or any Mezzanine 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 such IP Sale. (c) Upon repayment in full of the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan, if the Loan or any portion thereof is then outstanding, the provisions of Section 2.5.3 of the Mortgage Loan Agreement and all related definitions shall be incorporated into this Agreement in their entirety, but the terms used therein shall mean and refer to the correlative terms defined herein.

Release of IP. (a) Section 2.5.3 of the Mortgage Loan Agreement contains provisions permitting IP Borrower to sell the IP (in whole but not in part) (an “IP Sale”), to either a bonafide third party purchaser (a “Bonafide IP Purchaser”) or to an Affiliate of Borrower or any other Restricted Party (an “Affiliate IP Purchaser”; and together with a Bonafide IP Purchaser, individually, an “IP Purchaser”), and obtain a release of the IP from the Liens of the Mortgage upon satisfaction of certain conditions and requirements set forth in Section 2.5.3 of the Mortgage Loan Agreement. (b) Lender hereby consents to any IP Sale conducted in accordance with the terms of Section 2.5.3 of the Mortgage Loan Agreement provided that: (i) Borrowers deliver to Lender a copy of all requests and other notices relating to such IP Sale delivered to Mortgage Lender concurrently with delivery of the same to Mortgage Lender; (ii) all certifications made by IP Borrower in connection with such IP Sale also run for the benefit of Lender; (iii) contemporaneously with such IP Sale, Borrowers shall cause IP Borrower to deposit directly into the Mortgage Cash Management Account an amount equal to the sum of (A) the IP Release Price determined in accordance with the Mortgage Loan Agreement, which funds shall be applied by Mortgage Lender as provided in Section 2.4.3(g) of the Mortgage Loan Agreement and Section 2.4.4(g) hereof, plus (B) all accrued and unpaid interest on said amount prepaid in accordance with the terms of this Agreement and the Mortgage Loan Agreement, plus (C) if such prepayment occurs on a day other than a Payment Date, interest on the IP Release Price to, but not including, the next succeeding ninth first (9th1st) day of a calendar month, plus (D) the Prepayment Fee, if any; (iv) 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, if any, 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 Section 2.5.3(a) of the Mortgage Loan Agreement, and (C) providing all release documents in connection with any IP Sale as provided in Section 2.5.3(d) of the Mortgage Loan Agreement; and (v) No monetary Default, monetary Mortgage Default or any monetary Mezzanine Default, and no Event of Default, Mortgage Event of Default or any Mezzanine 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 such IP Sale. (c) Upon repayment in full of the Mortgage Loan and the First Mezzanine Loan, if the Loan or any portion thereof is then outstanding, the provisions of Section 2.5.3 of the Mortgage Loan Agreement and all related definitions shall be incorporated into this Agreement in their entirety, but the terms used therein shall mean and refer to the correlative terms defined herein.

Release of IP. (a) Section 2.5.3 of the Mortgage Loan Agreement contains provisions permitting IP Borrower to sell the IP (in whole but not in part) (an “IP Sale”), to either a bonafide third party purchaser (a “Bonafide IP Purchaser”) or to an Affiliate of Borrower or any other Restricted Party (an “Affiliate IP Purchaser”; and together with a Bonafide IP Purchaser, individually, an “IP Purchaser”), and obtain a release of the IP from the Liens of the Mortgage upon satisfaction of certain conditions and requirements set forth in Section 2.5.3 of the Mortgage Loan Agreement. (b) Lender hereby consents to any IP Sale conducted in accordance with the terms of Section 2.5.3 of the Mortgage Loan Agreement provided that: (i) Borrowers deliver to Lender a copy of all requests and other notices relating to such IP Sale delivered to Mortgage Lender concurrently with delivery of the same to Mortgage Lender; (ii) all certifications made by IP Borrower in connection with such IP Sale also run for the benefit of Lender; (iii) contemporaneously with such IP Sale, Borrowers shall cause IP Borrower to deposit directly into the Mortgage Cash Management Account an amount equal to the sum of (A) the IP Release Price determined in accordance with the Mortgage Loan Agreement, which funds shall be applied by Mortgage Lender as provided in Section 2.4.3(g) of the Mortgage Loan Agreement and Section 2.4.4(g) hereof, plus (B) all accrued and unpaid interest on said amount prepaid in accordance with the terms of this Agreement and the Mortgage Loan Agreement, plus (C) if such prepayment occurs on a day other than a Payment Date, interest on the IP Release Price to, but not including, the next succeeding ninth first (9th1st) day of a calendar month, plus (D) the Prepayment Fee, if any; (iv) 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, if any, 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 Section 2.5.3(a) of the Mortgage Loan Agreement, and (C) providing all release documents in connection with any IP Sale as provided in Section 2.5.3(d) of the Mortgage Loan Agreement; and (v) No monetary Default, monetary Mortgage Default or any monetary Mezzanine Default, and no Event of Default, Mortgage Event of Default or any Mezzanine 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 such IP Sale. (c) Upon repayment in full of the Mortgage Loan, if the Loan or any portion thereof is then outstanding, the provisions of Section 2.5.3 of the Mortgage Loan Agreement and all related definitions shall be incorporated into this Agreement in their entirety, but the terms used therein shall mean and refer to the correlative terms defined herein.

Release of IP. (a) Section 2.5.3 of the Mortgage Loan Agreement contains provisions permitting IP Borrower to sell the IP (in whole but not in part) (an “IP Sale”), to either a bonafide third party purchaser (a “Bonafide IP Purchaser”) or to an Affiliate of Borrower or any other Restricted Party (an “Affiliate IP Purchaser”; and together with a Bonafide IP Purchaser, individually, an “IP Purchaser”), and obtain a release of the IP from the Liens of the Mortgage upon satisfaction of certain conditions and requirements set forth in Section 2.5.3 of the Mortgage Loan Agreement. (b) Lender hereby consents to any IP Sale conducted in accordance with the terms of Section 2.5.3 of the Mortgage Loan Agreement provided that: (i) Borrowers deliver to Lender a copy of all requests and other notices relating to such IP Sale delivered to Mortgage Lender concurrently with delivery of the same to Mortgage Lender; (ii) all certifications made by IP Borrower in connection with such IP Sale also run for the benefit of Lender; (iii) contemporaneously with such IP Sale, Borrowers shall cause IP Borrower to deposit directly into the Mortgage Cash Management Account an amount equal to the sum of (A) the IP Release Price determined in accordance with the Mortgage Loan Agreement, which funds shall be applied by Mortgage Lender as provided in Section 2.4.3(g) of the Mortgage Loan Agreement and Section 2.4.4(g) hereof, plus (B) all accrued and unpaid interest on said amount prepaid in accordance with the terms of this Agreement and the Mortgage Loan Agreement, plus (C) if such prepayment occurs on a day other than a Payment Date, interest on the IP Release Price to, but not including, the next succeeding ninth (9th) day of a calendar month, plus (D) the Prepayment Fee, if any; (iv) 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, if any, 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 Section 2.5.3(a) of the Mortgage Loan Agreement, and (C) providing all release documents in connection with any IP Sale as provided in Section 2.5.3(d) of the Mortgage Loan Agreement; and (v) No monetary Default, monetary Mortgage Default or any monetary Mezzanine Default, and no Event of Default, Mortgage Event of Default or any Mezzanine 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 such IP Sale. (c) Upon repayment in full of the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan, if the Loan or any portion thereof is then outstanding, the provisions of Section 2.5.3 of the Mortgage Loan Agreement and all related definitions shall be incorporated into this Agreement in their entirety, but the terms used therein shall mean and refer to the correlative terms defined herein.

Release of IP. (a) Section 2.5.3 of the Mortgage Loan Agreement contains provisions permitting IP Borrower to sell the IP (in whole but not in part) (an “IP Sale”), to either a bonafide third party purchaser (a “Bonafide IP Purchaser”) or to an Affiliate of Borrower or any other Restricted Party (an “"Affiliate IP Purchaser”; and together with a Bonafide IP Purchaser, individually, an “IP Purchaser”), and obtain a release of the IP from the Liens of the Mortgage upon satisfaction of certain conditions and requirements set forth in Section 2.5.3 of the Mortgage Loan Agreement. (b) Lender hereby consents to any IP Sale conducted in accordance with the terms of Section 2.5.3 of the Mortgage Loan Agreement provided that: (i) Borrowers deliver to Lender a copy of all requests and other notices relating to such IP Sale delivered to Mortgage Lender concurrently with delivery of the same to Mortgage Lender; (ii) all certifications made by IP Borrower in connection with such IP Sale also run for the benefit of Lender; (iii) contemporaneously with such IP Sale, Borrowers shall cause IP Borrower to deposit directly into the Mortgage Cash Management Account an amount equal to the sum of (A) the IP Release Price determined in accordance with the Mortgage Loan Agreement, which funds shall be applied by Mortgage Lender as provided in Section 2.4.3(g) of the Mortgage Loan Agreement and Section 2.4.4(g) hereof, plus (B) all accrued and unpaid interest on said amount prepaid in accordance with the terms of this Agreement and the Mortgage Loan Agreement, plus (C) if such prepayment occurs on a day other than a Payment Date, interest on the IP Release Price to, but not including, the next succeeding ninth (9th) day of a calendar month, plus (D) the Prepayment Fee, if any; (iv) 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, if any, 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 Section 2.5.3(a) of the Mortgage Loan Agreement, and (C) providing all release documents in connection with any IP Sale as provided in Section 2.5.3(d) of the Mortgage Loan Agreement; and (v) No monetary Default, monetary Mortgage Default or any monetary Mezzanine Default, and no Event of Default, Mortgage Event of Default or any Mezzanine 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 such IP Sale. (c) Upon repayment in full of the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan, if the Loan or any portion thereof is then outstanding, the provisions of Section 2.5.3 of the Mortgage Loan Agreement and all related definitions shall be incorporated into this Agreement in their entirety, but the terms used therein shall mean and refer to the correlative terms defined herein.