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)]).

No later than 3 Business Days following the issuance or incurrence by any Loan Party or any of its Subsidiaries of # any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance (other than any Excluded Equity Issuances) or # any Specified Financing, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with [Section 2.05(d)] in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this [Section 2.05(c)(iii)] shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement.

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.

No later than 3 Business Days following the issuance or incurrence by any Loan Party or any of its Subsidiaries of # any Indebtedness (other than Permitted Indebtedness) or upon an Equity Issuance (other than any Excluded Equity Issuances, including, without limitation, clause (d) of the definition of Excluded Equity Issuances) or # any Specified Financing, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with [Section 2.05(d)] in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this [Section 2.05(c)(iii)] shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement.

In the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party in respect of the incurrence by any Loan Party of any Indebtedness, other than Indebtedness permitted under [Section 6.01], the Borrower shall, within five (5) Business Days after such Net Proceeds are received by such Loan Party, prepay the Obligations as set forth in [Section 2.11(d)] below in an aggregate amount equal to 100% of such Net Proceeds.

Equity Issuance. Upon the sale or issuance by the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) of any of its Equity Interests (other than any sales or issuances of Equity Interests to the Borrower or any Subsidiary Guarantor), the Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender or Lenders equal to 75% 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)]).

Within three Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Cash Proceeds from the incurrence of any Indebtedness by any Credit Party or any of its Subsidiaries (other than Indebtedness permitted under [Section 9.01]), Borrowers shall prepay the Loans in an amount equal to 100.00% of such Net Cash Proceeds, to be applied as set forth in [Section 4.02(c)]. 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. Any mandatory prepayment of the Loans made pursuant to this [Section 4.02(a)(i)] shall be accompanied by all accrued interest on the amount prepaid, together with the applicable Make-Whole Amount.

(A[[Borrower:Organization]] If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to [Section 7.03], the Borrower shall cause to be prepaid an aggregate principal amount of Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5[[Borrower:Organization]] Business Days after the receipt of such Net Proceeds.

Equity Issuance. Upon the sale or issuance by the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) of any of its Equity Interests (other than any sales or issuances of Equity Interests to the Borrower or any Subsidiary Guarantor), the Borrower shall prepay an aggregate principal amount of Loans equal to 75% 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)]).

Debt Issuances. Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of # any Permitted [[Organization A:Organization]] Agreement Refinancing Indebtedness or # any other Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to [Section 7.02] (other than [Section 7.02(o)])), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom on the next Business Day following receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below or, with respect to Permitted [[Organization A:Organization]] Agreement Refinancing Indebtedness, clause (xi) below).

Debt Issuance. The Borrower shall promptly (and, in any event, within three (3) Business Days) upon the receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, prepay the Term Loans in an aggregate amount equal to 100% of such Net Cash Proceeds. Any prepayment pursuant to this clause (iii) shall be applied as set forth in clause (iv) below.