Common use of Subject to Section 10 Clause in Contracts

Subject to Section 10. 2.1 hereof, the provisions of the Intercreditor Agreement and the Fee Letter, upon the receipt by any Obligor of the Net Proceeds from the issuance or sale of any Indebtedness or any Equity Interests (other than (i) Permitted Indebtedness, (ii) Net Proceeds from the issuance of Equity Interests (other than Disqualified Stock) to directors or employees of any Obligor, (iii) Net Proceeds of the issuance of Equity Interests to any Obligor, and (iv) Net Proceeds from the issuance of Equity Interests in order to finance Capital Expenditures and Permitted Acquisitions which are actually consummated within 180 days of the receipt of such Net Proceeds), Borrower shall prepay the Loans in an amount equal to 100% of such Net Proceeds promptly, but in no event more than one (1) Business Day following the receipt thereof, and until the date of payment, such proceeds shall be held in trust for Agent. Such prepayments shall be applied to the Loans in accordance with Section 2.3.5 hereof. The foregoing shall not be deemed to be implied consent to any issuance or sale of any Indebtedness or any Equity Interests otherwise prohibited by the terms and conditions hereof.

Subject to Section 10. 2.1 hereof, the provisions of the Intercreditor Agreement and the Fee Letter, upon the receipt by any Obligor of the Net Proceeds from the issuance or sale of any Indebtedness Debt or any Equity Interests (other than (i) Permitted IndebtednessNet Proceeds from the issuance or sale of Debt permitted under Section 10.2.1 hereof, (ii) Net Proceeds from the issuance of Equity Interests (other than Disqualified StockEquity Interests) to directors or employees of any Obligor, (iii) Net Proceeds of from the issuance of Equity Interests (other than Equity Interests of the Company) to any Obligor, and (iv) any portion of Net Proceeds from the issuance of a sale of Equity Interests in order of an Obligor attributable to finance Capital Expenditures the value of any ABL Priority Collateral owned by such Obligor to the extent such ABL Priority Collateral is free and Permitted Acquisitions which are actually consummated within 180 days clear of Liens securing the receipt of such Net ProceedsRevolving Loan Obligations), Borrower Borrowers shall prepay the Loans in an amount equal to 100% of such Net Proceeds Proceeds, promptly, but in no event more than one five (15) Business Day Days following the receipt thereof, and until the date of payment, such proceeds shall be held in trust for Agent. Such prepayments shall be applied to the Loans in accordance with Section 2.3.5 hereof. The foregoing shall not be deemed to be implied consent to any issuance or sale of any Indebtedness Debt or any Equity Interests otherwise prohibited by the terms and conditions hereof.