Common use of Prepayments of the Loans Clause in Contracts

Prepayments of the Loans. (a) Immediately upon receipt by Borrower or its Subsidiaries of proceeds of any (i) sale or other disposition of Collateral (excluding Accounts and Inventory) permitted under Section 7.9 in excess of $1,000,000 in the aggregate in any Fiscal Year, (ii) sale of the stock of any Subsidiary of Borrower or (iii) issuance of equity securities (other than equity issued in connection with Borrower’s Plans) or issuance of Debt (other than Guaranties) permitted under the last sentence of Section 7.13 (excluding proceeds of equity or Debt issued to finance a Permitted Acquisition but only to the extent such proceeds are received and paid to the sellers of the Target contemporaneously with the consummation of the Permitted Acquisition or contemporaneously with the date on which any other consideration is required to be paid to such sellers in connection with such Permitted Acquisition), Borrower shall prepay the Obligations in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Liens hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith (“Net Proceeds”). Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, all Net Proceeds from a sale of Collateral subject to clause (i) above shall be applied to the Obligations without regard to the $1,000,000 exclusion set forth above. Any such prepayment required by this Section 3.3(a) shall be applied in accordance with Section 3.7.

Prepayments of the Loans. (a) Immediately upon receipt by Borrower Borrowers or its their Subsidiaries of proceeds of any (i) sale or other disposition of Collateral (excluding Accounts and Inventory) permitted under Section 7.9 in excess of $1,000,000 in the aggregate in any Fiscal Year7.9, (ii) sale of the stock of any Subsidiary of Borrower Borrowers or (iii) issuance of equity securities (other than equity issued in connection with Borrower’s Borrowers’ Plans) or issuance of Debt (other than Guaranties) excluding Debt permitted under the last sentence of Section 7.13 (excluding and proceeds of equity or Debt issued to finance a Permitted Acquisition but only to the extent such proceeds are received and paid to the sellers of the Target contemporaneously with the consummation of the Permitted Acquisition or contemporaneously with the date on which any other consideration is required to be paid to such sellers in connection with such Permitted Acquisition), Borrower Borrowers shall prepay the Obligations in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower Borrowers in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Liens hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith (“Net Proceeds”); provided, that to the extent no Default or Event of Default has occurred and is continuing at the time of or after giving effect to any sale or disposition of Collateral under clause (i) or any issuance of equity by Borrowers under clause (iii), Borrowers may use the proceeds thereof for any of its general corporate purposes (including, without limitation, Permitted Acquisitions and prepayment of Debt under the Term Loan Agreement) to the extent not prohibited by this Agreement. Notwithstanding the foregoing, if a Default or an Event of Default has occurred and is continuing, all Net Proceeds from a the sale of Collateral subject to clause (i) above or from any issuance of equity by Borrowers under clause (iii) above shall be applied to the Obligations without regard to the $1,000,000 exclusion set forth aboveObligations. Any such prepayment required by this Section 3.3(a) shall be applied in accordance with Section 3.7.

Prepayments of the Loans. (a) Immediately upon receipt by Borrower or its Subsidiaries of proceeds of any (i) sale or other disposition of Collateral (excluding Accounts and Inventory) permitted under Section 7.9 in excess of $1,000,000 in the aggregate in any Fiscal Year, 7.9. (ii) sale of the stock of any Subsidiary of Borrower or (iii) issuance of equity securities (other than equity issued in connection with Borrower’s Plans) or issuance of Debt (other than Guaranties) permitted under the last sentence of Section 7.13 (excluding proceeds of equity or Debt issued to finance a Permitted Acquisition but only to the extent such proceeds are received and paid to the sellers of the Target contemporaneously with the consummation of the Permitted Acquisition or contemporaneously with the date on which any other consideration is required to be paid to such sellers in connection with such Permitted Acquisition), Borrower shall prepay the Obligations in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Liens hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith (“Net Proceeds”); provided, that to the extent no Default or Event of Default has occurred and is continuing at the time of or after giving effect to any sale or disposition of Collateral under clause (i) or any issuance of equity by Borrower under clause (iii), Borrower may use the proceeds thereof for any of its general corporate purposes (including, without limitation, Permitted Acquisitions and prepayment of Debt under the Term Loan Agreement) to the extent not prohibited by this Agreement. Notwithstanding the foregoing, if a Default or an Event of Default has occurred and is continuing, all Net Proceeds from a the sale of Collateral subject to clause (i) above or from any issuance of equity by Borrower under clause (iii) above shall be applied to the Obligations without regard to the $1,000,000 exclusion set forth aboveObligations. Any such prepayment required by this Section 3.3(a) shall be applied in accordance with Section 3.7.