Common use of Other Mandatory Repayments Clause in Contracts

Other Mandatory Repayments. (i) In the event that after the Agreement Date, the Borrower shall issue any Capital Stock, shall sell any of its assets (other than sales of Inventory in the ordinary course of its business or pursuant to the Lease Transactions or the Receivables Securitization) or shall incur any Funded Debt other than the Obligations, one hundred percent (100%) of the Net Cash Proceeds received by the Borrower from such issuance, sale or incurrence shall be paid on the date of receipt of the proceeds thereof by the Borrower to the Lenders as a mandatory payment of the Revolving Loans and the Term Loan, on a pro-rata basis. The payment of the Term Loan due hereunder shall be applied to reduce the Term Loan quarterly principal installments set forth in Section 2.6(b) in the inverse order of maturity. The Revolving Loan Commitment shall be permanently reduced by the amount of the payment of the Revolving Loans due hereunder, whether or not such payment is made. Nothing in this Section shall authorize the Borrower to issue any Capital Stock, sell any assets or incur any Funded Debt except as expressly permitted by this Agreement. (ii) Upon the completion of the Subsequent Lease Transaction, one hundred percent (100%) of the Net Cash Proceeds received by the Borrower from such transaction shall be paid on the date of receipt of the proceeds thereof by the Borrower to the Lenders as a mandatory payment of the Loans. Such Net Cash Proceeds in an aggregate amount of up to $43,000,000 shall be applied as a mandatory payment of the Revolving Loans, but shall not reduce the Revolving Loan Commitment. Such Net Cash Proceeds in excess of $43,000,000 shall be applied as a mandatory payment of the Revolving Loans and the Term Loan, and shall reduce the Revolving Loan Commitment, in the manner set forth in Section 2.6(c)(i). (iii) Notwithstanding any other term or condition of this Agreement which may be to the contrary, the Borrower shall reduce the total outstanding amount of the Revolving Loans (including the Swing Loans) to $30,000,000 for a period of not less than forty-five (45) consecutive days during each twelve (12) month period (the "Cleanup Period"), commencing on the Agreement Date and each anniversary of the Agreement Date, during the term of this Agreement. ARTICLE

Other Mandatory Repayments. (i) In the event that after the Agreement Date, the Parent or any Borrower or any Subsidiary of any Borrower shall issue any Capital Stock, shall sell any of its assets Stock (other than sales of Inventory in connection with the ordinary course of its business or pursuant Robinson Equity Contribution to the Lease Transactions or the Receivables Securitization) or shall incur any Funded Debt other than the Obligationsextent set forth below), one hundred percent hundxxx xxxxent (100%) of the Net Cash Proceeds received by the Parent, such Borrower or such Subsidiary from such issuance, sale or incurrence issuance shall be paid on the date of receipt of the proceeds thereof by the Borrower Parent, such Borrower, or such Subsidiary to the Lenders as a mandatory payment of the Revolving Loans and Loans. Subject to the Term Loanprovisions of Section 8.2(d) hereof, on a pro-rata basis. The the payment of the Term Loan due hereunder shall be applied to reduce the Term outstanding principal balance of the Tranche B Loan quarterly and the excess, after full repayment of the Tranche B Loan, shall be applied to reduce the outstanding principal installments set forth balance of the Tranche A Loan, and any surplus shall be applied to repay outstanding Revolving Loans. In the event that, after the Agreement Date, the Parent or any Borrower or any Subsidiary of any Borrower shall receive any Net Cash Proceeds in Section 2.6(bconnection with the Robinson Equity Contribution, one hundred percent (100%) of such Net Xxxx Xxxceeds up to $5,000,000 in the inverse order aggregate (inclusive of maturity. The Revolving Loan Commitment any Net Cash Proceeds received prior to the Agreement Date in connection with the Robinson Equity Contribution) shall be permanently reduced by paid on the amount date of receipt thxxxxx xx the Lenders as a mandatory payment of the Loans to be applied to repay outstanding Revolving Loans. In the event the Parent or any Borrower or any Subsidiary of any Borrower shall receive any Net Cash Proceeds in connection with the Robinson Equity Contribution in excess of such $5,000,000, such Net Cxxx Xxxxeeds shall be applied as a mandatory payment of the Loans due hereunder, whether or not such payment is madeas otherwise required pursuant to this Section 2.6(d)(i). Nothing in this Section shall authorize the any Borrower to issue any Capital Stock, sell any assets Stock or incur any Funded Debt except as expressly permitted by this Agreement. (ii) Upon the completion of the Subsequent Lease Transaction, one hundred percent (100%) of the Net Cash Proceeds received The Revolving Loan Commitment shall not be permanently reduced by the Borrower from such transaction shall be paid on the date of receipt of the proceeds thereof by the Borrower to the Lenders as a mandatory payment of the Loans. Such Net Cash Proceeds in an aggregate amount of up to $43,000,000 shall be applied as a mandatory payment of the Revolving Loans, but shall not reduce the Revolving Loan Commitment. Such Net Cash Proceeds in excess of $43,000,000 shall be applied as a mandatory any payment of the Revolving Loans and the Term Loan, and shall reduce the Revolving Loan Commitment, in the manner set forth in due under this Section 2.6(c)(i2.6(d)(i). (iii) Notwithstanding any other term or condition of this Agreement which may be to the contrary, the Borrower shall reduce the total outstanding amount of the Revolving Loans (including the Swing Loans) to $30,000,000 for a period of not less than forty-five (45) consecutive days during each twelve (12) month period (the "Cleanup Period"), commencing on the Agreement Date and each anniversary of the Agreement Date, during the term of this Agreement. ARTICLE.

Other Mandatory Repayments. (i) In Unless otherwise agreed by the event that after Borrower and the Agreement DateRequired Lenders, the Borrower Parties shall issue any Capital Stock, shall sell any of its assets (other than sales of Inventory in the ordinary course of its business or pursuant to the Lease Transactions or the Receivables Securitization) or shall incur any Funded Debt other than the Obligations, one hundred percent (100%) of use the Net Cash Proceeds received from (x) any Disposition (excluding Retained Proceeds and issuances of Capital Stock by any Subsidiary of MAC to the Borrower from existing holders of its Capital Stock pro rata based on their existing ownership percentages at such issuancetime), sale (y) any casualty or condemnation event or asset swap (excluding Retained Proceeds) or (z) the incurrence shall be paid on the date of receipt any Indebtedness of the proceeds type described in clauses (i) and (ii) of the definition thereof by the Macerich Entities, promptly (but in any event (I) within three (3) Business Days of the consummation thereof in the case of any Disposition, casualty or condemnation event or asset swap and (II) within one (1) Business Day of the consummation thereof in the case of any incurrence of any Indebtedness of the type described in clauses (i) and (ii) of the definition thereof) to repay a portion of the Credit Exposure as follows: (i) prior to repayment in full of the Term Loans, the Borrower shall apply (A) 65% of such Net Cash Proceeds to the Lenders repayment of the Term Loans and (B) the remaining 35% of such Net Cash Proceeds as the Borrower determines in the Borrower’s sole discretion and (ii) from and after repayment in full of the Term Loans, the Borrower shall apply (A) 80% of such Net Cash Proceeds to the repayment of any Indebtedness of the Macerich Entities that is secured by a mandatory payment of Lien (including, at the Borrower’s discretion, the Revolving Loans and LC Disbursements (or Cash Collateralization of any issued and outstanding Letters of Credit)) and (B) the Term Loan, on a pro-rata basis. The payment remaining 20% of the Term Loan due hereunder shall be applied to reduce the Term Loan quarterly principal installments set forth in Section 2.6(b) in the inverse order of maturity. The Revolving Loan Commitment shall be permanently reduced by the amount of the payment of the Revolving Loans due hereunder, whether or not such payment is made. Nothing in this Section shall authorize the Borrower to issue any Capital Stock, sell any assets or incur any Funded Debt except as expressly permitted by this Agreement. (ii) Upon the completion of the Subsequent Lease Transaction, one hundred percent (100%) of the Net Cash Proceeds received by as the Borrower from such transaction shall be paid on the date of receipt of the proceeds thereof by the Borrower to the Lenders as a mandatory payment of the Loans. Such Net Cash Proceeds determines in an aggregate amount of up to $43,000,000 shall be applied as a mandatory payment of the Revolving Loans, but shall not reduce the Revolving Loan Commitment. Such Net Cash Proceeds in excess of $43,000,000 shall be applied as a mandatory payment of the Revolving Loans and the Term Loan, and shall reduce the Revolving Loan Commitment, in the manner set forth in Section 2.6(c)(i). (iii) Notwithstanding any other term or condition of this Agreement which may be to the contrary, the Borrower shall reduce the total outstanding amount of the Revolving Loans (including the Swing Loans) to $30,000,000 for a period of not less than forty-five (45) consecutive days during each twelve (12) month period (the "Cleanup Period"), commencing on the Agreement Date and each anniversary of the Agreement Date, during the term of this Agreement. ARTICLEits sole discretion.

Other Mandatory Repayments. (i) In Except in connection with and on the event that -------------------------- Effective Date of the confirmed Reorganization Plan, if at any time after the Agreement Date, Date the Borrower or any of its Subsidiaries shall issue any Capital StockStock (other than in connection with the exercise of employee stock options or the issuance of Capital Stock by a Subsidiary of the Borrower to the Borrower or any other Subsidiary of the Borrower), shall sell sell, lease, transfer or otherwise dispose of any of its assets (other than the license of any Intellectual Property in the ordinary course of business, sales of Inventory in the ordinary course of its business or pursuant to business, sales of the Lease Transactions Salomon Assets, the Credits, the HDTV Patents, or the Receivables Securitization) HDTV License Agreements or the transfer of the Xxxxxxx Assets in connection with the Xxxxxxx Transfer), or shall incur any Funded Debt (other than the ObligationsObligations and, unless otherwise required by Section 5.23 hereof, other than the LGE Exit Facility), one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or such Subsidiary from such issuance, sale or incurrence shall be paid on the date of receipt of the proceeds thereof by the Borrower or such Subsidiary to the Lenders as a mandatory payment of the Revolving Loans and the Term Loan, on a pro-rata basisLoans. The payment of the Term Loan due hereunder shall be applied to reduce the Term Loan quarterly principal installments set forth in Section 2.6(b) in the inverse order of maturity. The Revolving Loan Commitment shall not be permanently reduced by the amount of the payment of the Revolving Loans due hereunder; provided, whether however, upon the sale of any of the Other Assets, the advance amount in connection with the Other Assets set forth in clause (g) of the Borrowing Base shall be permanently reduced by the amount attributable to such Other Asset as set forth on Schedule -------- O-1 hereto. Upon the sale, lease, transfer or not other disposition of any HDTV --- Patents or HDTV License Agreements (other than in connection with the license of any HDTV Patents in the ordinary course of business), one hundred percent (100%) of the Net Cash Proceeds received by the Borrower from such payment is madesale shall be paid on the date of receipt of such proceeds by the Borrower to repay indebtedness and permanently reduce the commitment under the LGE Exit Facility. Upon the sale, lease, transfer or other disposition of any Salomon Assets or any Credits, one hundred percent (100%) of the Net Cash Proceeds received by the Borrower from such sale shall be paid on the date of receipt of such proceeds by the Borrower to repay indebtedness under the Restructured PIK Note. Nothing in this Section shall authorize the Borrower or any Subsidiary to issue any Capital Stock, sell any assets or incur any Funded Debt except as expressly permitted by this Agreement. (ii) Upon the completion of the Subsequent Lease Transaction, one hundred percent (100%) of the Net Cash Proceeds received by the Borrower from such transaction shall be paid on the date of receipt of the proceeds thereof by the Borrower to the Lenders as a mandatory payment of the Loans. Such Net Cash Proceeds in an aggregate amount of up to $43,000,000 shall be applied as a mandatory payment of the Revolving Loans, but shall not reduce the Revolving Loan Commitment. Such Net Cash Proceeds in excess of $43,000,000 shall be applied as a mandatory payment of the Revolving Loans and the Term Loan, and shall reduce the Revolving Loan Commitment, in the manner set forth in Section 2.6(c)(i). (iii) Notwithstanding any other term or condition of this Agreement which may be to the contrary, the Borrower shall reduce the total outstanding amount of the Revolving Loans (including the Swing Loans) to $30,000,000 for a period of not less than forty-five (45) consecutive days during each twelve (12) month period (the "Cleanup Period"), commencing on the Agreement Date and each anniversary of the Agreement Date, during the term of this Agreement. ARTICLE.