Common use of Term Loan Prepayments Clause in Contracts

Term Loan Prepayments. (i) No later than five (5) Business Days after the incurrence of any Indebtedness by any Credit Party or any of their respective Subsidiaries (other than Indebtedness permitted under Section 9.01), the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Debt Proceeds plus the Applicable Prepayment Premium, if any, to be applied as set forth in Section 4.02(a)(vi). Nothing in this Section 4.02(a)(i) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Agreement. (ii) No later than five (5) Business Days after the receipt by any Credit Party or any of their respective Subsidiaries of any proceeds from any Disposition (other than any Disposition permitted under Section 9.04(a), Section 9.04(b), Section 9.04(d) or Section 9.04(e)), the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of the Net Disposition Proceeds from such Disposition, only to the extent the aggregate amount of such Net Disposition Proceeds in any fiscal year exceeds $2,000,000 in the aggregate, to be applied as set forth in Section 4.02(a)(vi); provided that the Borrower or its Subsidiaries (as applicable) may, at their option by notice in writing to the Administrative Agent on or prior to the fifth (5th) Business Day after the occurrence of the Disposition giving rise to such Net Disposition Proceeds, (x) within 120 days after such event, (1) consummate a purchase of assets which are used or useful in the business of the Borrower or its Subsidiaries (as applicable) with such Net Disposition Proceeds so long as no Default or Event of Default shall have occurred and be continuing, or (2) enter into a definitive agreement for the purchase of such assets, and (y) in any case within 210 days after such Disposition, the Borrower or such Subsidiary shall have consummated the purchase of such assets with such Net Disposition Proceeds so long as no Default or Event of Default shall have occurred and be continuing, in each case as certified by the Borrower in writing to the Agents at the time of entering into a binding contract to reinvest such Net Disposition Proceeds. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Agreement. (iii) No later than five (5) Business Days after the receipt by any Credit Party or any of their respective Subsidiaries of any proceeds from any Casualty Event, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Casualty Proceeds, only to the extent the aggregate amount of such Net Casualty Proceeds in any fiscal year exceeds $2,000,000 in the aggregate, to be applied as set forth in Section 4.02(a)(vi); provided that the Borrower may, at its option by notice in writing to the Administrative Agent no later than the fifth (5th) Business Day after the occurrence of the Casualty Event resulting in such Net Casualty Proceeds, reinvest such Net Casualty Proceeds in assets that are used or useful in the business of the Borrower or its Subsidiaries (as applicable) so long as (x) Borrower or such Subsidiary shall have entered into a definitive agreement for the purchase of assets or property within 120 days following the receipt of such Net Casualty Proceeds and (y) within 210 days after such event, the Borrower or such Subsidiary shall have consummated the purchase of such assets, with the amount of Net Casualty Proceeds unused after such period to be applied as set forth in Section 4.02(a)(vi). Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising from, directly or indirectly, any Casualty Event. (iv) Substantially concurrently with the receipt of any Subscription Recurring Revenue Cure Amount by any Credit Party or any of their respective Subsidiaries, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such proceeds plus the Applicable Prepayment Premium, if any, to be applied as set forth in Section 4.02(a)(vi). (v) Immediately upon any acceleration of the Maturity Date of any Loans pursuant to Section 10.02, the Borrower shall repay all the Loans plus the Applicable Prepayment Premium, if any, unless only a portion of all the Loans is so accelerated (in which case the portion so accelerated plus the Applicable Prepayment Premium, if any, shall be so repaid). (vi) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 4.02 shall be applied, first, to the prepayment of the Term Loans, on a pro rata basis among each Class of Term Loans and within each Class, in direct order of maturity, and second, to the prepayment of any other outstanding Obligations. Each prepayment of the Loans under Section 4.02 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (vii) The Borrower shall provide five (5) Business Days’ prior written notice to the Administrative Agent of any mandatory prepayment under this Section 4.02, prior to 1:00 p.m. (New York City time), which notice shall (A) be in writing, (B) specify the amount of the prepayment, (C) set forth the subsection of this Section 4.02 pursuant to which such prepayment is made and (D) may be conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Capital Stock or incurrence of Indebtedness. Any Lender may elect, by notice to the Administrative Agent at or prior to 2:00 p.m. (New York City time) at least one (1) Business Day prior to such prepayment date, and in the manner specified by the Administrative Agent, any prepayment of Term Loans is required to be made by the Borrower pursuant to this Section 4.02(a), to decline all of its applicable portion of such prepayment (provided if any Lender fails to provide notice by such aforementioned time, then such Lender shall be deemed to have accepted its applicable portion of such prepayment), in which case such declined amounts may be retained by the Borrower.

Term Loan Prepayments. (i) No later than On each occasion that a Prepayment Event occurs, the Borrower shall, within five (5) Business Days after the incurrence receipt of Net Cash Proceeds from a Debt Incurrence Prepayment Event and within thirty days after the receipt of Net Cash Proceeds in connection with the occurrence of any Indebtedness by any Credit Party or any other Prepayment Event, offer to prepay (or, in the case of their respective Subsidiaries a Debt Incurrence Prepayment Event arising from (other A) the Incurrence of Incremental Term Loans in reliance on clause (x) of the proviso to Section 2.14(b), (B) the Incurrence of Permitted Additional Debt in reliance -144- #95203802v2296160609v3 #96160609v5 (ii) Not later than Indebtedness permitted the date that is ten Business Days following the date Section 9.1 Financials are required to be delivered under Section 9.019.1(a) (commencing with the Section 9.1 Financials to be delivered with respect to the fiscal year ending December 31, 2022), the Borrower shall prepay the offer to prepay, in accordance with Sections 5.2(c) and 5.2(d) below, without premium or penalty, an aggregate principal amount of Term Loans in an amount equal to one hundred percent (100%x) 50.0% of Excess Cash Flow for such Net Debt Proceeds plus fiscal year minus (y) at the Applicable Prepayment PremiumBorrower’s option, if any(A) the aggregate principal amount of (1) Term Loans voluntarily prepaid pursuant to Section 5.1 and (2) any secured Permitted Additional Debt, to be applied as set forth in Section 4.02(a)(vi). Nothing in this Section 4.02(a)(i) shall be construed to permit secured Credit Agreement Refinancing Indebtedness or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Agreement. secured Term Loan Exchange Notes (ii) No later than five (5) Business Days after the receipt by any Credit Party or any of their respective Subsidiaries secured Permitted Refinancing Indebtedness in respect of any proceeds from any Disposition (other than any Disposition permitted under Section 9.04(athereof), in each case, voluntarily prepaid, repurchased, defeased, acquired or redeemed, (B) the aggregate principal amount of Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and other revolving loans that are effective in reliance on Section 9.04(b), Section 9.04(d10.1(a) or Section 9.04(e)10.1(u) voluntarily prepaid pursuant to Section 5.1 to the extent accompanied by a permanent reduction of such Revolving Credit Commitments, Incremental Revolving Credit Commitment Increases, Extended Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments or other revolving commitments, as applicable, in an equal amount pursuant to Section 4.2 (or the equivalent provisions of the documentation governing such revolving credit facilities), (C) the aggregate principal amount of Term Loans assigned to any Purchasing Borrower shall prepay Party pursuant to Section 13.6(g), secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness or secured Term Loan Exchange Notes (or any Permitted Refinancing Indebtedness in respect of any thereof), in each case assigned to any Purchasing Borrower Party (or any similar term as defined in the Loans documentation governing such secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness or secured Term Loan Exchange Notes) pursuant to the documentation governing such secured Permitted Additional Debt, such secured Credit Agreement Refinancing Indebtedness or such secured Term Loan Exchange Notes (or, in an amount equal to one hundred percent (100%) each case, in accordance with the corresponding provisions of the Net Disposition Proceeds from documentation governing any Indebtedness representing such Disposition, secured Permitted Refinancing Indebtedness in respect thereof); but only to the extent the aggregate amount of that such Net Disposition Proceeds in any fiscal year exceeds $2,000,000 in the aggregate, to be applied as set forth in Section 4.02(a)(vi); provided that the Borrower or its Subsidiaries (as applicable) may, at their option by notice in writing to the Administrative Agent on or prior to the fifth (5th) Business Day after the occurrence of the Disposition giving rise to such Net Disposition Proceeds, (x) within 120 days after such event, (1) consummate a purchase of assets which are used or useful in the business of the Borrower or its Subsidiaries (as applicable) with such Net Disposition Proceeds so long as no Default or Event of Default shall have occurred and be continuing, or (2) enter into a definitive agreement for the purchase of such assets, and (y) in any case within 210 days after such Disposition, the Borrower or such Subsidiary shall have consummated the purchase of such assets with such Net Disposition Proceeds so long as no Default or Event of Default shall have occurred and be continuing, in each case as certified by the Borrower in writing to the Agents at the time of entering into a binding contract to reinvest such Net Disposition Proceeds. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Agreement. (iii) No later than five (5) Business Days after the receipt by any Credit Party or any of their respective Subsidiaries of any proceeds from any Casualty Event, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Casualty Proceeds, only to the extent the aggregate amount of such Net Casualty Proceeds in any fiscal year exceeds $2,000,000 in the aggregate, to be applied as set forth in Section 4.02(a)(vi); provided that the Borrower may, at its option by notice in writing to the Administrative Agent no later than the fifth (5th) Business Day after the occurrence of the Casualty Event resulting in such Net Casualty Proceeds, reinvest such Net Casualty Proceeds in assets that are used or useful in the business of the Borrower or its Subsidiaries (as applicable) so long as (x) Borrower or such Subsidiary shall have entered into a definitive agreement for the purchase of assets or property within 120 days following the receipt of such Net Casualty Proceeds and (y) within 210 days after such event, the Borrower or such Subsidiary shall have consummated the purchase of such assets, with the amount of Net Casualty Proceeds unused after such period to be applied as set forth in Section 4.02(a)(vi). Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising from, directly or indirectly, any Casualty Event. (iv) Substantially concurrently with the receipt of any Subscription Recurring Revenue Cure Amount by any Credit Party or any of their respective Subsidiaries, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such proceeds plus the Applicable Prepayment Premium, if any, to be applied as set forth in Section 4.02(a)(vi). (v) Immediately upon any acceleration of the Maturity Date of any Loans pursuant to Section 10.02, the Borrower shall repay all the Loans plus the Applicable Prepayment Premium, if any, unless only a portion of all the Loans is so accelerated (in which case the portion so accelerated plus the Applicable Prepayment Premium, if any, shall be so repaid). (vi) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 4.02 shall be applied, first, to the prepayment of the Term Loans, on a pro rata basis among each Class of Term Loans and within each Class, in direct order of maturity, and second, to the prepayment of any other outstanding Obligations. Each prepayment of the Loans under Section 4.02 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (vii) The Borrower shall provide five (5) Business Days’ prior written notice to the Administrative Agent of any mandatory prepayment under this Section 4.02, prior to 1:00 p.m. (New York City time), which notice shall (A) be in writing, (B) specify the amount of the prepayment, (C) set forth the subsection of this Section 4.02 pursuant to which such prepayment is made and (D) may be conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Capital Stock or incurrence of Indebtedness. Any Lender may elect, by notice to the Administrative Agent at or prior to 2:00 p.m. (New York City time) at least one (1) Business Day prior to such prepayment date, and in the manner specified by the Administrative Agent, any prepayment of Term Loans is required to be made by the Borrower pursuant to this Section 4.02(a), to decline all of its applicable portion of such prepayment (provided if any Lender fails to provide notice by such aforementioned time, then such Lender shall be deemed to have accepted its applicable portion of such prepayment), in which case such declined amounts may be retained by the Borrower.Permitted Additional -145- #95203802v2296160609v3 #96160609v5

Term Loan Prepayments. K-V may, from time to ---------- --------------------- time, prepay the Loan evidenced by either Term Note A or Term Note B in whole or in part prior to the date of maturity thereof and the same shall pay, subject to Paragraph 5.9 hereof, the Make-Whole Amount (as defined ------------- below) to LaSalle for LaSalle's account only. For the purposes hereof, the "Make-Whole Amount" shall be the amount calculated as follows: (i) No later than five There shall first be determined, as of the date fixed for prepayment (5) Business Days after the incurrence of any Indebtedness by any Credit Party or any of their respective Subsidiaries (other than Indebtedness permitted under Section 9.01"Prepayment Date"), the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Debt Proceeds plus the Applicable Prepayment Premiumamount, if any, by which (A) the applicable Fixed Rate of the Term Loan to be applied prepaid exceeds (B) the yield to maturity percentage for the United States Treasury Note (the "Treasury Note") maturing December 2006, in the case of Term Note A and December 2007, in the case of Term Note B, as set forth published in Section 4.02(a)(viThe Wall Street Journal on the fifth business day preceding the Prepayment Date, plus Two Hundred Twenty-Five basis points (2.25%) (referred to as the "Current Yield"). Nothing If (A) publication of The Wall Street Journal is discontinued, or (B) publication of the Treasury Note in this Section 4.02(a)(i) The Wall Street Journal is discontinued, LaSalle, in its sole discretion, shall designate another daily financial or governmental publication of national circulation to be construed used to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under determine the terms of this Agreement.applicable Current Yield; (ii) No later than five The difference calculated pursuant to clause (5i) Business Days after above shall be multiplied by the receipt by any Credit Party or any of their respective Subsidiaries of any proceeds from any Disposition (other than any Disposition permitted under Section 9.04(a), Section 9.04(b), Section 9.04(d) or Section 9.04(e)), the Borrower shall prepay the Loans in an amount equal outstanding principal balance on such Term Note to one hundred percent (100%) be prepaid hereof as of the Net Disposition Proceeds from such Disposition, only to the extent the aggregate amount of such Net Disposition Proceeds in any fiscal year exceeds $2,000,000 in the aggregate, to be applied as set forth in Section 4.02(a)(vi); provided that the Borrower or its Subsidiaries (as applicable) may, at their option by notice in writing to the Administrative Agent on or prior to the fifth (5th) Business Day after the occurrence of the Disposition giving rise to such Net Disposition Proceeds, (x) within 120 days after such event, (1) consummate a purchase of assets which are used or useful in the business of the Borrower or its Subsidiaries (as applicable) with such Net Disposition Proceeds so long as no Default or Event of Default shall have occurred and be continuing, or (2) enter into a definitive agreement for the purchase of such assets, and (y) in any case within 210 days after such Disposition, the Borrower or such Subsidiary shall have consummated the purchase of such assets with such Net Disposition Proceeds so long as no Default or Event of Default shall have occurred and be continuing, in each case as certified by the Borrower in writing to the Agents at the time of entering into a binding contract to reinvest such Net Disposition Proceeds. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Agreement.Prepayment Date; (iii) No later than five The product calculated pursuant to clause (5ii) Business Days after above shall be multiplied by the receipt by any Credit Party or any of their respective Subsidiaries of any proceeds from any Casualty Eventquotient, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Casualty Proceeds, only rounded to the extent nearest one-hundredth of one percent, obtained by dividing (A) the aggregate amount number of days from and including the Prepayment Date to and including the applicable Maturity Date on such Net Casualty Proceeds in any fiscal year exceeds $2,000,000 in the aggregate, Term Note to be applied as set forth in Section 4.02(a)(vi)prepaid, by (B) 365; provided that the Borrower may, at its option by notice in writing to the Administrative Agent no later than the fifth (5th) Business Day after the occurrence of the Casualty Event resulting in such Net Casualty Proceeds, reinvest such Net Casualty Proceeds in assets that are used or useful in the business of the Borrower or its Subsidiaries (as applicable) so long as (x) Borrower or such Subsidiary shall have entered into a definitive agreement for the purchase of assets or property within 120 days following the receipt of such Net Casualty Proceeds and (y) within 210 days after such event, the Borrower or such Subsidiary shall have consummated the purchase of such assets, with the amount of Net Casualty Proceeds unused after such period to be applied as set forth in Section 4.02(a)(vi). Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising from, directly or indirectly, any Casualty Event.and (iv) Substantially concurrently with The sum calculated pursuant to clause (iii) above shall be discounted at the receipt annual rate of any Subscription Recurring Revenue Cure Amount by any Credit Party or any of their respective Subsidiaries, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of applicable Current Yield on such proceeds plus the Applicable Prepayment Premium, if any, Term Note to be applied prepaid to the present value thereof as set forth of the applicable Prepayment Date, on the assumption that said sum would be received in Section 4.02(a)(vi). (v) Immediately upon any acceleration equal monthly installments on each monthly anniversary of the applicable Prepayment Date prior to the Maturity Date of on such Term Note to be prepaid, with the final such installment to be deemed received on the Maturity Date on such Term Note to be prepaid; provided that Borrowers shall not be entitled in any Loans pursuant event to Section 10.02a credit against, or a reduction of, the Borrower shall repay all Debt being prepaid if the Loans plus the Applicable Prepayment Premium, if any, unless only a portion of all the Loans is so accelerated (in which case the portion so accelerated plus the Applicable Prepayment Premium, if any, shall be so repaid). (vi) Amounts applicable Current Yield on such Term Note to be applied in connection with prepayments and Commitment reductions made pursuant to Section 4.02 shall be applied, first, to prepaid exceeds the prepayment of the Term Loans, on a pro rata basis among each Class of Term Loans and within each Class, in direct order of maturity, and second, to the prepayment of Fixed Rate or for any other outstanding Obligations. Each prepayment of the Loans under Section 4.02 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaidreason. (vii) The Borrower shall provide five (5) Business Days’ prior written notice to the Administrative Agent of any mandatory prepayment under this Section 4.02, prior to 1:00 p.m. (New York City time), which notice shall (A) be in writing, (B) specify the amount of the prepayment, (C) set forth the subsection of this Section 4.02 pursuant to which such prepayment is made and (D) may be conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Capital Stock or incurrence of Indebtedness. Any Lender may elect, by notice to the Administrative Agent at or prior to 2:00 p.m. (New York City time) at least one (1) Business Day prior to such prepayment date, and in the manner specified by the Administrative Agent, any prepayment of Term Loans is required to be made by the Borrower pursuant to this Section 4.02(a), to decline all of its applicable portion of such prepayment (provided if any Lender fails to provide notice by such aforementioned time, then such Lender shall be deemed to have accepted its applicable portion of such prepayment), in which case such declined amounts may be retained by the Borrower.

Term Loan Prepayments. (i) No later On each occasion that a Prepayment Event (other than a Scheduled Asset Event) occurs, the Borrower shall, within one Business Day after the occurrence of a Debt Incurrence Prepayment Event and within five (5) Business Days after the incurrence receipt of Net Cash Proceeds in connection with the occurrence of any Indebtedness by any Credit Party or any of their respective Subsidiaries other Prepayment Event (other than Indebtedness permitted under Section 9.01a Scheduled Asset Event), the Borrower shall prepay the prepay, in accordance with paragraphs (c) and (d) below, a principal amount of Term Loans in an amount equal to one hundred percent (100%) % of the Net Cash Proceeds from such Net Debt Proceeds plus the Applicable Prepayment Premium, if any, to be applied as set forth in Section 4.02(a)(vi). Nothing in this Section 4.02(a)(i) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this AgreementEvent. (ii) No later than On each occasion that a Scheduled Asset Event occurs, the Borrower shall, within five (5) Business Days after the receipt by any Credit Party or any of their respective Subsidiaries of any proceeds from any Disposition Distributable Scheduled Asset Proceeds (other than any Disposition permitted under Section 9.04(a)Excepted Distributable Scheduled Asset Proceeds) in connection with the occurrence of such Scheduled Asset Event, Section 9.04(b)prepay, Section 9.04(din accordance with paragraphs (c) or Section 9.04(e))and (d) below, the Borrower shall prepay the a principal amount of Term Loans in an amount equal to one hundred percent 100% of any Distributable Scheduled Asset Proceeds (100%other than any Excepted Distributable Scheduled Asset Proceeds) of the Net Disposition Proceeds from such Disposition, only to the extent the aggregate amount of such Net Disposition Proceeds in any fiscal year exceeds $2,000,000 in the aggregate, to be applied as set forth in Section 4.02(a)(vi); provided that the Borrower or its Subsidiaries (as applicable) may, at their option by notice in writing to the Administrative Agent on or prior to the fifth (5th) Business Day after the occurrence of the Disposition giving rise to such Net Disposition Proceeds, (x) within 120 days after such event, (1) consummate a purchase of assets which are used or useful in the business of the Borrower or its Subsidiaries (as applicable) with such Net Disposition Proceeds so long as no Default or Event of Default shall have occurred and be continuing, or (2) enter into a definitive agreement for the purchase of such assets, and (y) in any case within 210 days after such Disposition, the Borrower or such Subsidiary shall have consummated the purchase of such assets with such Net Disposition Proceeds so long as no Default or Event of Default shall have occurred and be continuing, in each case as certified by the Borrower in writing to the Agents at the time of entering into a binding contract to reinvest such Net Disposition Proceeds. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this AgreementScheduled Asset Event. (iii) No Not later than five (5) Business Days the date that is ninety days after the receipt by any Credit Party or any of their respective Subsidiaries last day of any proceeds from any Casualty Eventfiscal year (commencing with the fiscal year ending December 31, 2005), the Borrower shall prepay the prepay, in accordance with paragraphs (c) and (d) below, a principal of Term Loans in an amount equal to one hundred percent (100%x) 75% of Excess Cash Flow for such Net Casualty Proceedsfiscal year (provided such percentage shall be reduced to (i) 50% for any period in which the Term Loan Repayment Amount is at least (x) if the Subsequent Transaction Closing Date has occurred, only to $625,000,000 or (y) if the extent Subsequent Transaction Closing Date has not occurred, $500,000,000 or (ii) 25% for any period in which the aggregate Term Loan Repayment Amount is at least (x) if the Subsequent Transaction Closing Date has occurred, $950,000,000 or (y) if the Subsequent Transaction Closing Date has not occurred, $760,000,000, minus (y) the amount of any such Net Casualty Proceeds in any fiscal year exceeds $2,000,000 in the aggregate, to be applied as set forth in Section 4.02(a)(vi); provided Excess Cash Flow that the Borrower mayhas, at its option by notice in writing to the Administrative Agent no later than the fifth (5th) Business Day after the occurrence end of the Casualty Event resulting in such Net Casualty Proceedsfiscal year, reinvest and prior to such Net Casualty Proceeds in assets that are used or useful date, reinvested in the business Business of the Borrower or its and the Restricted Subsidiaries (as applicablesubject to Section 11.14), minus (z) so long as (x) Borrower or such Subsidiary shall have entered into a definitive agreement for the purchase of assets or property within 120 days following the receipt of such Net Casualty Proceeds and (y) within 210 days after such event, the Borrower or such Subsidiary shall have consummated the purchase of such assets, with the principal amount of Net Casualty Proceeds unused after such period to be applied as set forth in Section 4.02(a)(vi). Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising from, directly or indirectly, any Casualty Event. (iv) Substantially concurrently with the receipt of any Subscription Recurring Revenue Cure Amount by any Credit Party or any of their respective Subsidiaries, the Borrower shall prepay the Term Loans in an amount equal to one hundred percent (100%) of such proceeds plus the Applicable Prepayment Premium, if any, to be applied as set forth in Section 4.02(a)(vi). (v) Immediately upon any acceleration of the Maturity Date of any Loans voluntarily prepaid pursuant to Section 10.02, the Borrower shall repay all the Loans plus the Applicable Prepayment Premium, if any, unless only a portion of all the Loans is so accelerated (in which case the portion so accelerated plus the Applicable Prepayment Premium, if any, shall be so repaid)5.1 during such fiscal year. (vi) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 4.02 shall be applied, first, to the prepayment of the Term Loans, on a pro rata basis among each Class of Term Loans and within each Class, in direct order of maturity, and second, to the prepayment of any other outstanding Obligations. Each prepayment of the Loans under Section 4.02 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (vii) The Borrower shall provide five (5) Business Days’ prior written notice to the Administrative Agent of any mandatory prepayment under this Section 4.02, prior to 1:00 p.m. (New York City time), which notice shall (A) be in writing, (B) specify the amount of the prepayment, (C) set forth the subsection of this Section 4.02 pursuant to which such prepayment is made and (D) may be conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Capital Stock or incurrence of Indebtedness. Any Lender may elect, by notice to the Administrative Agent at or prior to 2:00 p.m. (New York City time) at least one (1) Business Day prior to such prepayment date, and in the manner specified by the Administrative Agent, any prepayment of Term Loans is required to be made by the Borrower pursuant to this Section 4.02(a), to decline all of its applicable portion of such prepayment (provided if any Lender fails to provide notice by such aforementioned time, then such Lender shall be deemed to have accepted its applicable portion of such prepayment), in which case such declined amounts may be retained by the Borrower.