Woodland Anchor Parcel. In the case of the Woodland Anchor Parcel only, such parcel, and related intellectual property and personal property, shall be released for no consideration in order to permit the encumbrance of such parcel in connection with and to facilitate a Refinancing or forbearance of the Indebtedness secured by the Woodland Mall (the “Woodland Mall Secured Loan”), but only so long as, unless otherwise agreed to by the Requisite Lenders, (A) either (x) in the case of a Refinancing, such Refinancing includes an extension of the maturity date of the Woodland Mall Secured Loan of not less than one (1) year from the Effective Date, with the option to extend the Woodland Mall Secured Loan for one (1) additional year (which option may be subject to the satisfaction of conditions regarding financial performance and absence of default consistent with the applicable Woodland Mall Term Sheet) or (y) in the case of a forbearance on the Woodland Mall Secured Loan, such forbearance is for a period of not less than one (1) year from the Effective Date, (B) such Refinancing or forbearance includes (and in the case of a forbearance the applicable forbearance agreement provides that the conditions set forth in this clause (B) shall remain effective without regard to the continued effectiveness of the forbearance agreement’s other terms) the reduction of repayment recourse to any Borrower or Guarantors (including a reduction of any payment guaranties previously provided in connection therewith) such that the principal amount subject to such repayment recourse is not greater than $10,000,000, and so long as the lenders thereunder agree that no claim can be brought to recover on such recourse obligations until the earlier of (x) a subsequent bankruptcy filing by the Borrower or an involuntary proceeding commenced against the Borrower, or (y) the second anniversary of the Effective Date, and (C) such Refinancing or forbearance is otherwise consistent with the applicable Woodland Mall Term Sheet.
Woodland Anchor Parcel. In the case of the Woodland Anchor parcel only, such parcel shall be released for no consideration in order to permit the encumbrance of such parcel in connection with and to facilitate a non-recourse refinancing of indebtedness secured by the Woodland Mall, but only so long as such refinancing includes (a) an extension of the maturity thereof by not less than 2 years, (b) covenant waivers for at least 12 months, (c) release of repayment recourse to any of the Borrowers or Guarantor, and (d) no required principal remargin payment from sources other than cash flow of the Woodland Mall. Any mandatory prepayments required pursuant to the foregoing shall be applied as follows (the “Proceeds Waterfall”): (a) first, to repay the principal of the Senior Term Loan Facility to zero, at which time any remaining unfunded commitment1 under the Revolving Exit Facility will be cancelled (any such cancelled amount, the “Unfunded Revolving Commitment”) and the funded amounts under the Revolving Exit Facility shall convert to non-revolving term loans (the “Converted Loans”); (b) second; to repay the Converted Loans to zero; (c) third, to cash collateralize any issued and outstanding letters of credit; (d) fourth, at Borrower’s election, to fund a blocked and pledged reserve account with Administrative Agent in an equal to the amount, if any, of the Unfunded Revolving Commitment, with such reserve to be available, on a non-revolving basis, for disbursement on the same basis as Designated Collateral Proceeds; (e) fifth, to cash collateralize any swap exposure of Specified Derivatives Providers; (f) sixth, to repay the principal amount of the Second Lien Term Loan Facility. 1 When determining “remaining unfunded commitment,” for these purposes, the Remargin Subfacility shall only be included in the total commitment amount if its utilization has previously (i.e, before the date of calculation of the “Unfunded Revolving Commitment”) been approved by the Requisite Lenders, and any outstanding letters of credit shall be deemed outstanding amounts for the purposes of such calculation. TBD release provisions with respect to to-be-subdivided portions of the real property Collateral and existing pad sites or out-parcels generating net operating income. At all times the Collateral value, determined as of the closing date based upon the appraisals, shall exceed the amount of the Revolving Loan Commitment. Non-real property Collateral may be released in accordance with the Facilities do...
