Common use of Sale of Properties or IP during Event of Default Clause in Contracts

Sale of Properties or IP during Event of Default. Notwithstanding the provisions of the foregoing Sections 2.5.1 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 cause any Mortgage Borrower 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) Intentionally Deleted, (iv) Intentionally Deleted and (v) in the event any such sale shall occur, without limiting any other provisions set forth herein, the proceeds of such sale shall be applied in accordance with the applicable provisions of Section 2.4.4 hereof.

Sale of Properties or IP during Event of Default. Notwithstanding the provisions of the foregoing Sections 2.5.1 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 cause any Mortgage Borrower 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) Intentionally Deletedthe 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) Intentionally Deleted and (v) in the event that, following any such sale shall occur, without limiting of one or more of the Properties or any other provisions set forth hereinportion thereof and/or any IP, the Debt shall have been paid in full, Lender shall distribute any remaining proceeds of such sale shall be applied in accordance with the applicable provisions of Section 2.4.4 hereofto Borrowers.

Sale of Properties or IP during Event of Default. Notwithstanding the provisions of the foregoing Sections 2.5.1 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 cause any Mortgage Borrower 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) Intentionally Deleted, (iv) Intentionally Deleted and (v) in the event any such sale shall occur, without limiting any other provisions set forth herein, the proceeds of such sale shall be applied in accordance with the applicable provisions of Section 2.4.4 hereof.