Indebtedness. Upon the incurrence or issuance by the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) of any Indebtedness (other than the making of any Loans or issuance of any Letters of Credit hereunder), the Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender or Lenders equal to 100% of all Net Cash Proceeds received therefrom no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in [Section 2.09(b)]).

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

If after the Closing Date, Borrower or any Subsidiary shall issue any Indebtedness, other than Indebtedness permitted by [Section 7.1], Borrower shall promptly notify Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of Borrower or such Subsidiary in respect thereof. Promptly upon receipt by Borrower or such Subsidiary of Net Cash Proceeds of such issuance, Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of [Section 7.1] or any other terms of the Loan Documents.

Within five (5) Business Days of any issuance of Indebtedness (other than Indebtedness permitted under [Section 7.2.1]), the Borrowers shall make a mandatory prepayment of the principal amount of Term Loans equal to such net cash proceeds, together with accrued interest on such principal amount.

In the event of any issuance or other incurrence of Indebtedness (other than Permitted Indebtedness) by Borrowers, Borrowers shall, no later than three (3) Business Days after the receipt by Borrowers of the Net Cash Proceeds from any such issuance or incurrence of Indebtedness repay the Advances in an amount equal to such Net Cash Proceeds. Such repayments will be applied in the same manner as set forth in Section 2.20(a) hereof.