B hereof. Notwithstanding anything to the contrary contained herein, (i) no cash, Cash Equivalents or any other amounts received in respect of the sale of inventory or the sale of accounts receivables pursuant to any Permitted Credit Support Arrangement shall constitute “Net Proceeds” or Securitization Financings, (ii) to the extent any Net Proceeds are received by and person other than the Borrower or a Subsidiary of the Borrower, no payment shall be required until such Net Proceeds are received by the Borrower or a Subsidiary of the Borrower and (iii) no cash, Cash Equivalents or any other amounts received by the Borrower or any Subsidiary of the Borrower as a result of or in connection with cancelled, discontinued, non-renewed or otherwise terminated license agreements (which, for the avoidance of doubt, shall instead constitute Consolidated Net Income in respect of the definition of the term “EBITDA” in connection with the calculation of “Excess Cash Flow”. For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs and expenses payable to the Borrower or any Affiliate of either of them shall be disregarded.
B hereof. In the event that such an assignment occurs, the Eligible Assignee (i) if requested by the applicable Administrator, shall execute (either directly or through a participation agreement, as determined by the Administrator) a Program Support Agreement related to the applicable Conduit Lender, to the extent of such assignment, the terms of which shall be substantially similar to those of the participation or other agreement by the assigning Alternate Lender with respect to the applicable Program Support Agreement (or which shall be otherwise reasonably satisfactory to the applicable Administrator), and (ii) shall take such actions as the Agents shall reasonably request in connection therewith.
B hereof. D. In the event that the Partnership declines to cause the Previous General Partner to acquire all of the Tendered Units from the Tendering Party in exchange for REIT Shares pursuant to Section 8.6.B hereof following receipt of a Notice of Redemption (a "Declination"):
B hereof. In the event of the Liquidation of the Partnership, except as provided below, all assets of the Partnership to be distributed to the Partners shall be distributed in liquidation no later than the last day of the Partnership fiscal year in which such Liquidation occurs (or, if later, within ninety (90) days of the date of Liquidation). Notwithstanding the above, if there is a Liquidation of the Partnership solely because fifty percent (50%) or more of the total interests in the Partnership capital and profits were sold or exchanged within a twelve-month period, the assets of the Partnership shall not be actually distributed in liquidation solely as a result of such occurrence (and no Partner shall have the right to demand a distribution solely by reason of such occurrence). The assets to be distributed in liquidation shall be distributed in the following order of priority:
B hereof. On or after the Lockout Release Date, Borrower may prepay the Debt in whole, but not in part, subject to the following conditions and Section 10.2(c) and Section 10.3(b) hereof:
B hereof. The parties hereto agree that no phase of the Premises shall be delivered in less than full-floor increments, unless the parties expressly agree otherwise in writing.
B hereof. Notwithstanding anything herein to the contrary, in the event that the certificates evidencing the Series H Preferred Stock redeemed are not delivered to the Corporation prior to the 3rd business day following the Effective Date of Redemption, the redemption of the Series H Preferred Stock pursuant to this Article VIII.B shall still be deemed effective as of the Effective Date of Redemption and the Optional Redemption Price shall be paid to the holder of Series H Preferred Stock redeemed within five (5) business days of the date the certificates evidencing the Series H Preferred Stock redeemed are actually delivered to the Corporation.
B hereof. In the event the Tenant in possession is the Tenant named on Page 1 or an Affiliate of the Guarantor (if any), the annual statement of Gross Sales may be certified by a financial officer of the Tenant, however, it is agreed that in the event Gross Sales for any Lease Year are misstated by more than 5% then Gross Sales shall thereafter be certified by an independent certified public accountant Landlord shall have the right, from time to time, by its accountants or representatives, to audit Tenant's Gross Sales and, in connection with such audits, to examine all of Tenant's records (including tax returns, an actual inventory of Tenant's stock in trade and all supporting data and any other records from which Gross Sales may be tested or determined) of Gross Sales disclosed in any statement given to Landlord by Tenant and Tenant shall make all such records readily available at Tenant's main office, for such examination. If any such audit discloses that the Gross Sales transacted by Tenant exceed those reported, Tenant shall forthwith pay to Landlord such additional Percentage Rent as may be so shown to be payable and, if the Gross Sales exceed the Gross Sales reported by Tenant by more than three percent (3%), or if Tenant's records or systems do not comply with the requirements of this Section, Tenant shall also then pay the reasonable cost of such audit and examination, including travel, food and lodging, and related expenses of Landlord's auditors, in the event the audit or any part thereof is conducted more than fifty (50) miles from the Shopping Center. In the event Tenant has understated Gross Sales by eight percent (8%) or more Landlord may, in addition to any other remedies, cancel and terminate this Lease but Tenant shall remain liable hereunder as set forth in Article 8. Any information obtained by Landlord pursuant to the provisions of this Section shall be treated as confidential, except in any litigation or arbitration proceedings between the parties and, except further, that Landlord may disclose such' information to prospective buyers, to prospective or existing lenders, in any registration statement filed with the Securities and Exchange Commission or other similar body or in compliance with subpoenas and judicial orders. In no event shall this Section be deemed to limit Landlord's rights of pre-trial discovery and disclosure in any action or proceeding."
B hereof. Any sale of Units by the General Partner shall be subject to the provisions of Section 11.2 hereof.
B hereof. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Qualifying Party when exercising the Redemption right. In the event of a Redemption, the Cash Amount shall be delivered in exchange for the Tendered Units by a certified check payable to the Tendering Party or otherwise in immediately available funds. In the event the payment of such Cash Amount by the Partnership would impair of otherwise adversely affect the amount of Available Cash required to satisfy, on a current basis, the distribution priority to the Holders of Preferred Partnership Units, the General Partner shall make a cash Capital Contribution to the Partnership in the amount of such Cash Amount.
