Equity Issuance. Immediately upon the receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Equity Issuance, the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds.

Debt Issuance. Immediately upon the receipt by the Borrower or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds.

Equity Issuance. Within three (3) Business Days after the receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Equity Issuance by the Borrower, the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds in excess of $15,000,000 in any Fiscal Year.

Debt Issuances. Upon receipt by the Borrower or any Restricted Subsidiary of the Net Cash Proceeds of any Debt Issuance or Specified Refinancing Debt, the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to one hundred percent (100%) of such Net Cash Proceeds. Any prepayment pursuant to this clause (iv) shall be applied as set forth in clause (v) below.

Debt Issuance. Within three (3) Business Days after receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds.

Debt Issuance. No later than the fifth (5th) Business Day following the receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to one hundred percent (100%) of such Net Cash Proceeds. Any prepayment pursuant to this clause (ii) shall be applied as set forth in clause (iii) below.

Issuance of Other Indebtedness. Concurrently with the receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any issuance of Indebtedness pursuant to [Section 7.02(s)], the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 75% of such Net Cash Proceeds. Each such prepayment of Loans pursuant to this [Section 2.05(b)(viii)] shall be applied to the principal repayment installments of the Term Loans on a pro rata basis for all remaining principal repayment

Issuance of Other Indebtedness. Concurrently with the receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any issuance of Indebtedness pursuant to [Section 7.02(s)], the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 75% of such Net Cash Proceeds. Each such prepayment of Loans pursuant to this [Section 2.05(b)(viii)] shall be applied to the principal repayment installments of the Term Loans on a pro rata basis for all remaining principal repayment installments, including the final principal installment on the Maturity Date. Subject to [Section 2.15], such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities. All mandatory prepayments shall be made without premium or penalty (but subject to [Section 3.05]).

Indebtedness. If the Parent or any of its Subsidiaries issues or incurs any Indebtedness (except as permitted under Section 7.03), the Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to 100% of the Net Cash Proceeds of such issuance or incurrence on the same day such Net Cash Proceeds are received by the Parent or such Subsidiary.

During a Cash Collateral Event Period, within five (5) Business Days of the receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Equity Issuance, the Borrower shall prepay the Loans as hereinafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds.