Common use of Mandatory Prepayment Upon Certain Events Clause in Contracts

Mandatory Prepayment Upon Certain Events. (i) The Borrowers shall make a prepayment of the Term Loans (in each case, without premium or penalty except as otherwise expressly provided in Section 2.01(f) or Section 2.02(f)) upon the occurrence of any of the following at the following times and in the following amounts: (1) Within two (2) Business Days after the receipt by Parent or any of its Subsidiaries of any Net Cash Proceeds from any Asset Disposition, in an amount equal to 100% of such Net Cash Proceeds. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing at the time of such Asset Disposition and at the time of such reinvestment, such prepayment shall not be required to the extent Parent or any such Subsidiary delivers to the Lender in writing, within one (1) month after receipt by Parent or such Subsidiary of any Net Cash Proceeds from any Asset Disposition, notice of Parent’s or any such Subsidiary’s intent to reinvest the Net Cash Proceeds of such Asset Disposition (which such notice shall specify the assets in which such Net Cash Proceeds are reinvested, the amount of Net Cash Proceeds to be reinvested and the date on which such reinvestment shall occur) and subsequently reinvests the Net Cash Proceeds of such Asset Disposition in assets of the same or similar function, within one hundred eighty (180) days after the date of such Asset Disposition; provided, that Parent and its Subsidiaries shall only be permitted to reinvest up to [***]of Net Cash Proceeds otherwise required to prepay the Term Loans pursuant to this clause (1) in any fiscal year; provided further, that any Net Cash Proceeds received by Parent or any such Subsidiary and not specified in the notice delivered to the Lender shall immediately be remitted to the Lender as a prepayment of the Term Loans. (2) Within two (2) Business Days of the receipt by Parent or any of its Subsidiaries of any Net Cash Proceeds of insurance or condemnation awards, in an amount equal to 100% of such Net Cash Proceeds. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing at the time of receipt by Parent or any such Subsidiary of such insurance or condemnation awards and at the time of such reinvestment, such prepayment shall not be required to the extent Parent or such Subsidiary delivers to the Lender in writing, within one (1) month after receipt by Parent or such Subsidiary of any Net Cash Proceeds from any insurance or condemnation awards, notice of Parent’s or any such Subsidiary’s intent to reinvest the Net Cash Proceeds of such insurance or condemnation awards (which such notice shall specify the assets in which such Net Cash Proceeds are reinvested, the amount of Net Cash Proceeds to be reinvested and the date on which such reinvestment shall occur) and subsequently reinvests the Net Cash Proceeds of such insurance or condemnation awards in assets of the same or similar function, within one hundred eighty (180) days after the date of receipt of such insurance or condemnation awards; provided, that Parent and its Subsidiaries shall only be permitted to reinvest up to [***] of Net Cash Proceeds otherwise required to prepay the Term Loans pursuant to this clause (2) in any fiscal year; provided further, that any Net Cash Proceeds received by Parent or any such Subsidiary and not specified in the notice delivered to the Lender shall immediately be remitted to the Lender as a prepayment of the Term Loans. (3) Substantially concurrently with the receipt by Parent or any of its Subsidiaries of any Net Cash Proceeds from any issuance of any Indebtedness of Parent or any of its Subsidiaries (excluding Permitted Indebtedness) in an amount equal to 100% of such Net Cash Proceeds. (ii) Prepayments pursuant to Section 2.01(e)(i) shall be applied to the principal balance in inverse order of maturity.

Mandatory Prepayment Upon Certain Events. (i) The Borrowers Borrower shall make a prepayment of the Term Loans (in each case, without premium or penalty except as otherwise expressly provided in Section 2.01(f) or Section 2.02(f)) upon the occurrence of any of the following at the following times and in the following amounts: (1) Within two five (25) Business Days days after the receipt by Parent or any of its Material Subsidiaries of any Net Cash Proceeds in excess of $100,000 in the aggregate since the Closing Date from any Asset Disposition (other than any Alvarion Patent Disposition), in an amount equal to 100% of such Net Cash Proceeds. Notwithstanding the foregoing and provided ; provided, so long as no Default or Event of Default has shall have occurred and is continuing at be continuing, upon delivery of a written notice to Lender, Borrower shall have the time of such Asset Disposition and at the time of such reinvestmentoption, such prepayment shall not be required directly or through one or more Subsidiaries, to the extent Parent or any such Subsidiary delivers to the Lender in writing, within one (1) month after receipt by Parent or such Subsidiary of any invest Net Cash Proceeds from any Asset Disposition, notice of Parent’s or any such Subsidiary’s intent to reinvest (the Net Cash Proceeds of such “Asset Disposition (which such notice shall specify the assets Reinvestment Amounts”) in which such Net Cash Proceeds are reinvested, the amount of Net Cash Proceeds to be reinvested and the date on which such reinvestment shall occur) and subsequently reinvests the Net Cash Proceeds of such Asset Disposition in long-term productive assets of the same general type used in the business of Borrower if such assets are purchased or similar function, constructed within one hundred eighty (180) days after the date following receipt of such Asset Disposition; provided, that Parent and its Subsidiaries shall only be permitted to reinvest up to [***]of Net Cash Proceeds otherwise required (and so long as any such individual or aggregate investment in the amount of $250,000 or more has been consented to prepay the Term Loans pursuant to this clause (1) in any fiscal yearby Lender); provided further, that any Net Cash Proceeds received by Parent or pending any such Subsidiary reinvestment all Asset Disposition Reinvestment Amounts shall be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Lender. In the event that the Asset Disposition Reinvestment Amounts are not specified in the notice delivered reinvested by Borrower prior to the earlier of (i) the last day of such one hundred eighty (180) day period, and (ii) the date of the occurrence of an Event of Default, Lender shall immediately be remitted apply such Asset Disposition Reinvestment Amounts to the Lender as a prepayment of the Term LoansObligations in accordance with this Agreement. (2) Within two five (25) Business Days days of the receipt by Parent or any of its Material Subsidiaries of any Net Cash Proceeds in excess of $100,000 in the aggregate since the Closing Date of insurance or condemnation awards, in an amount equal to 100% of such Net Cash Proceeds. Notwithstanding the foregoing and provided ; provided, so long as no Default or Event of Default has shall have occurred and is continuing at be continuing, upon delivery of a written notice to Lender, Borrower shall have the time of receipt by Parent option, directly or any such Subsidiary of such insurance through one or condemnation awards and at the time of such reinvestmentmore Subsidiaries, such prepayment shall not be required to the extent Parent or such Subsidiary delivers to the Lender in writing, within one (1) month after receipt by Parent or such Subsidiary of any invest Net Cash Proceeds from any insurance or condemnation awards, notice of Parent’s or any such Subsidiary’s intent to reinvest (the Net Cash Proceeds of such insurance or condemnation awards (which such notice shall specify the assets “Insurance/Condemnation Reinvestment Amounts”) in which such Net Cash Proceeds are reinvested, the amount of Net Cash Proceeds to be reinvested and the date on which such reinvestment shall occur) and subsequently reinvests the Net Cash Proceeds of such insurance or condemnation awards in long-term productive assets of the same general type used in the business of Borrower if such assets are purchased or similar function, constructed within one hundred eighty (180) days after the date of following receipt of such insurance or condemnation awards; provided, that Parent and its Subsidiaries shall only be permitted to reinvest up to [***] of Net Cash Proceeds otherwise required (and so long as any such individual or aggregate investment in the amount of $250,000 or more has been consented to prepay the Term Loans pursuant to this clause (2) in any fiscal yearby Lender); provided further, that any Net Cash Proceeds received by Parent or pending any such Subsidiary reinvestment all Insurance/Condemnation Reinvestment Amounts shall be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Lender. In the event that the Insurance/Condemnation Reinvestment Amounts are not specified in the notice delivered reinvested by Borrower prior to the earlier of (i) the last day of such one hundred eighty (180) day period, and (ii) the date of the occurrence of an Event of Default, Lender shall immediately be remitted apply such Insurance/Condemnation Reinvestment Amounts to the Lender as a prepayment of the Term LoansObligations in accordance with this Agreement. (3) Substantially concurrently with the receipt by Parent or any of its Subsidiaries of any Net Cash Proceeds from any issuance of any Indebtedness (other than Permitted Indebtedness) of Parent or any of its Subsidiaries (excluding Permitted Indebtedness) Subsidiaries, in an amount equal to 100% of such Net Cash Proceeds. (4) In the event that there shall be Consolidated Excess Cash Flow for any fiscal year of Parent (commencing with the fiscal year ending December 31, 2018), Borrower shall, no later than the earlier of (i) 180 days after the end of each fiscal year of Parent and (ii) Prepayments the date of delivery by the Borrower of the financial statements described in Section 7.02(a), in an amount equal to 50% of such Consolidated Excess Cash Flow. Any amounts prepaid pursuant to this clause (4) in excess of 50% of Consolidated Excess Cash Flow shall be treated as voluntary prepayments made pursuant to Section 2.01(d). (5) Substantially concurrently with the receipt by Parent or any of its Subsidiaries of any Net Cash Proceeds from any Alvarion Patent Disposition, in an amount equal to 80% of such Net Cash Proceeds. (6) Within five (5) days of the receipt by Parent or any of its Subsidiaries of any Early Termination Liability Proceeds, in an amount equal to 100% of such Early Termination Liability Proceeds. (7) Within the time period set forth in the SPE Operating Agreement, Monetization Net Revenue, in the amounts set forth in the SPE Operating Agreement. (ii) Other than with respect to Sections 2.01(e)(i)(7) and (8), prepayments pursuant to Section 2.01(e)(i) shall be applied ratably to the principal balance Monthly Amortization Payments in inverse order of maturity. Monetization Net Revenue shall be applied to the Obligations as set forth in Section 2.02(e).