Common use of Redemption with Proceeds of Asset Sales and Asset Swaps; Etc Clause in Contracts

Redemption with Proceeds of Asset Sales and Asset Swaps; Etc. (i) If the Issuer or any of its Subsidiaries receives Net Cash Sale Proceeds from any Asset Sales or Asset Swaps (whether through a single transaction or a series of related transactions), then on the next succeeding Interest Payment Date (or, if the Net Cash Sale Proceeds are received on an Interest Payment Date, such Interest Payment Date) and after giving effect to the interest payment, the Issuer shall pay to the Purchaser an amount equal to 100% of such Net Cash Sale Proceeds and the Purchaser shall apply such amount to (A) if such prepayment is prior to the Make-Whole Expiration Date, the Make-Whole Amount applicable to the portion of the principal amount of the Notes being prepaid pursuant to this §3.3.2 (a) (i) and (B) the prepayment of the outstanding principal of the Notes; provided that this §3.3.2 (a) shall not apply to any Net Cash Sale Proceeds from the sale or other disposition of the Subject Preferred Stock or the Issuer’s or Emmis OpCo’s right, title and interest in any TRS Transaction. (ii) If any Bridge to Sale Excluded Subsidiary, any Bridge to Sale License Subsidiary or any Affiliate of the Issuer receives any gross cash proceeds from the sale by such Person of the Station subject to a Bridge to Sale Third Party Transaction (including the FCC License associated with the Station subject of such Bridge to Sale Third Party Transaction), then on the next succeeding Interest Payment Date (or, if such proceeds are received on an Interest Payment Date, such Interest Payment Date) and after giving effect to the interest payment, the Issuer shall pay to the Purchaser an amount equal to 100% of such gross cash proceeds, minus all reasonable out-of-pocket fees, commissions and other reasonable and customary direct expenses actually incurred in connection with such sale, including any income taxes payable as a result of such sale and the amount of any transfer or documentary taxes required to be paid by such Person in connection with such sale and the Purchaser shall apply such amount to (A) if such prepayment is prior to the Make-Whole Expiration Date, the Make-Whole Amount applicable to the portion of the principal amount of the Notes being prepaid pursuant to this §3.3.2(a)(ii) and (B) the prepayment of the outstanding principal of the Notes.