Common use of Sales, Etc. of Assets Clause in Contracts

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, other than Inventory to be sold in the ordinary course of its business, except: (i) sales and leases of assets in the ordinary course of its business consistent with prudent business practice for companies engaged in similar businesses, for cash and fair value (such as fiber sales); (ii) in a transaction authorized by Section 5.02(d) (other than clause (ii) thereof); (iii) the sales or dispositions set forth in Schedule VI; (iv) sales of assets as consented to by the Required Lenders, for cash and for fair value; (v) sales of obsolete equipment and other property no longer used or relevant to the core business or operations of any Loan Party for cash and for fair value in an aggregate amount not to exceed $2,000,000; (vi) sales of equipment for cash and for fair value in an aggregate amount not to exceed $10,000,000 to the extent the proceeds thereof are used by any Loan Party to purchase replacement equipment that is substantially similar in type and function to the equipment sold or to be sold, within 180 days before or after the date of any such sale; (vii) any sale, lease, transfer or other disposition by the Parent or any Subsidiary of the Parent to the Borrower and its Subsidiaries that are Loan Parties; (viii) assignments, sales or other dispositions at fair market value for cash of accounts receivable representing amounts owed to any Loan Party by any Person that is subject to a proceeding under the Bankruptcy Code; and (ix) intercompany assignments, sales or other dispositions of property in connection with a Permitted Reorganization; provided, that in the case of sales of assets pursuant to clauses (iv) and (viii) above which (A) occur prior to the date on which all Obligations under the First Lien Loan Documents have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the obligations under the First Lien Loan Documents pursuant to, and in the amount and order of priority set forth therein, and to the extent all such obligations have been satisfied, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii), as specified therein, and (B) occur after the date on which all Obligations under the First Lien Loan Documents have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii), as specified therein to be applied in the order of priority set forth in Section 2.05(b). Nothing in this Section 5.02(e) shall restrict the Parent from issuing, selling, transferring or otherwise disposing of, for or without consideration and by dividend or otherwise, any Equity Interests in the Parent, or any option, warrant or other right to purchase or otherwise acquire any Equity Interests in the Parent.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, other than Inventory to be sold in the ordinary course of its business, except: (i) (A) sales of Inventory in the ordinary course of its business and (B) sales and leases of assets assets, including, without limitation, fiber sales in the ordinary course of its business consistent with prudent business practice for companies engaged in similar businesses, for cash and fair value (such as fiber sales); (ii) in a transaction authorized by Section 5.02(d) (other than clause (iiiii) thereof); (iii) the sales or dispositions set forth in Schedule VI; (iv) sales of assets as consented to by the Required Lenders, for cash and for fair value; (v) sales of obsolete equipment and other property no longer used or relevant to the core business or operations of any Loan Party for cash and for fair value (A) in an aggregate amount not to exceed (1) $2,000,000; 50,000,000 in any Fiscal Year beginning prior to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, or (vi2) $75,000,000 in the aggregate for all such sales of equipment for cash occurring at any time prior to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, and for fair value (B) in an aggregate amount not to exceed $10,000,000 to the extent the proceeds thereof are used by in any Loan Party to purchase replacement equipment that is substantially similar in type and function to the equipment sold or to be sold, within 180 days before or Fiscal Year beginning after the date of any such saleon which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full; (viiiv) sales of obsolete equipment for cash in an aggregate amount not to exceed $25,000,000; (v) any sale, lease, transfer or other disposition by the Parent or any Subsidiary of the Parent to the Borrower and its Subsidiaries that are a Loan Parties;Party; and (viiivi) assignments, sales or other dispositions at fair market value for cash of accounts receivable representing amounts owed to any Loan Party by any Person that is subject to a proceeding under the Bankruptcy Code; and (ix) intercompany assignments, sales or other dispositions of property in connection with a Permitted Reorganization; provided, that in the case of sales of assets pursuant to clauses clause (iv) and (viiiiii) above which (A) occur prior to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents pursuant to, and in the amount and order of priority set forth therein, and to the extent all such obligations have been satisfied, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii), as specified therein, and (B) occur after the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii), as specified therein to be applied in the order of priority set forth in Section 2.05(b)therein. Nothing in this Section 5.02(e) shall restrict the Parent from issuing, selling, transferring or otherwise disposing of, for or without consideration and by dividend or otherwise, any Equity Interests in the Parent, or any option, warrant or other right to purchase or otherwise acquire any Equity Interests in the Parent.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, other than Inventory to be sold in the ordinary course of its business, except: (i) sales and leases of assets in the ordinary course of its business consistent with prudent business practice for companies engaged in similar businesses, for cash and fair value (such as fiber sales); (ii) in a transaction authorized by Section 5.02(d) (other than clause (ii) thereof); (iii) the sales or dispositions as set forth in Schedule VIVII; (iv) sales of assets as consented to by the Required Lenders, Holders for cash and for fair value; (v) sales of obsolete equipment and other property no longer used or relevant to the core business or operations of any Loan Party Obligor for cash and for fair value in an aggregate amount not to exceed $2,000,000; (vi) sales of equipment for cash and for fair value in an aggregate amount not to exceed $10,000,000 to the extent the proceeds thereof are used by any Loan Party Obligor to purchase replacement equipment that is substantially similar in type and function to the equipment sold or to be sold, within 180 days before or after the date of any such sale; (vii) any sale, lease, transfer or other disposition by the Parent or any Subsidiary of the Parent to the Borrower Issuer and its Subsidiaries that are Loan PartiesObligors; (viii) assignments, sales or other dispositions at fair market value for cash of accounts receivable representing amounts owed to any Loan Party Obligor by any Person that is subject to a proceeding under the Bankruptcy Code; and (ix) intercompany assignments, sales or other dispositions of property in connection with a Permitted Reorganization; provided, that in the case of sales of assets pursuant to clauses (iv) and (viii) above which (A) occur prior to the date on which all Obligations under the First Lien Loan Documents have been paid in fullabove, the Borrower Issuer shall, on the date of receipt by any Loan Party Obligor or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the obligations under the First Lien Loan Documents Notes pursuant to, and in the amount and order of priority set forth therein, and to the extent all such obligations have been satisfied, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii), as specified therein, and (B) occur after the date on which all Obligations under the First Lien Loan Documents have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii2.09(a), as specified therein to be applied in the order of priority set forth in Section 2.05(b)2.09. Nothing in this Section 5.02(e) shall restrict the Parent from issuing, selling, transferring or otherwise disposing of, for or without consideration and by dividend or otherwise, any Equity Interests in the Parent, or any option, warrant or other right to purchase or otherwise acquire any Equity Interests in the Parent.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, other than Inventory to be sold in the ordinary course of its business, except: (i) sales and leases of assets assets, including, without limitation, fiber sales in the ordinary course of its business consistent with prudent business practice for companies engaged in similar businesses, businesses for cash and fair value (such as fiber sales)value; (ii) in a transaction authorized by Section 5.02(d) (other than clause (ii) thereof); (iii) sales for cash and for fair value of assets related to the sales or dispositions set forth in Schedule VIe^deltacom and OSDA businesses; (iv) sales of assets as consented to by the Required Lenders, Lenders for cash and for fair value; (v) sales of obsolete equipment and other property no longer used or relevant to the core business or operations of any Loan Party for cash and for fair value in an aggregate amount not to exceed (A) $2,000,000; 2,000,000 and (viB) sales of equipment for cash and for fair value in an aggregate amount not to exceed $10,000,000 to the extent the proceeds thereof are used by any Loan Party to purchase replacement equipment that is substantially similar in type and function to the equipment sold or to be sold, within 180 days before or after the date of any such sale; (viivi) any sale, lease, transfer or other disposition by the Parent or any Subsidiary of the Parent to the Borrower and its Subsidiaries that are Loan Parties;; and (viiivii) assignments, sales or other dispositions at fair market value for cash of accounts receivable representing amounts owed to any Loan Party by any Person that is subject to a proceeding under the Bankruptcy Code; and (ix) intercompany assignments, sales or other dispositions of property in connection with a Permitted Reorganization; provided, provided that in the case of sales of assets pursuant to clauses (iii), (iv) and (viiiv)(x) above which (A) occur prior to the date on which all Obligations under first, the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents pursuant to, and in the amount and order of priority set forth therein, second, the Second Lien Loan Documents or the Refinanced Second Lien Loan Documents have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the obligations under the Second Lien Loan Documents or the Refinanced Second Lien Loan Documents pursuant to, and thereafter in the amount and order of priority set forth therein and to the extent all such obligations have been satisfied, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii2.04(b)(ii), as specified therein, and (B) occur after the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents and the Second Lien Loan Documents or the Refinanced Second Lien Loan Documents, have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii2.04(b)(ii), as specified therein to be applied in the order of priority set forth in Section 2.05(b)therein. Nothing in this Section 5.02(e) shall restrict the Parent from issuing, selling, transferring or otherwise disposing of, for or without consideration and by dividend or otherwise, any Equity Interests in the Parent, or any option, warrant or other right to purchase or otherwise acquire any Equity Interests in the Parent.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, other than Inventory to be sold in the ordinary course of its business, except: (i) sales and leases of assets in the ordinary course of its business consistent with prudent business practice for companies engaged in similar businesses, for cash and fair value (such as fiber sales); (ii) in a transaction authorized by Section 5.02(d) (other than clause (ii) thereof); (iii) the sales or dispositions as set forth in Schedule VIVII; (iv) sales of assets as consented to by the Required Lenders, Holders for cash and for fair value; (v) sales of obsolete equipment and other property no longer used or relevant to the core business or operations of any Loan Party Obligor for cash and for fair value in an aggregate amount not to exceed $2,000,000; (vi) sales of equipment for cash and for fair value in an aggregate amount not to exceed $10,000,000 to the extent the proceeds thereof are used by any Loan Party Obligor to purchase replacement equipment that is substantially similar in type and function to the equipment sold or to be sold, within 180 days before or after the date of any such sale; (vii) any sale, lease, transfer or other disposition by the Parent or any Subsidiary of the Parent to the Borrower Issuer and its Subsidiaries that are Loan PartiesObligors; (viii) assignments, sales or other dispositions at fair market value for cash of accounts receivable representing amounts owed to any Loan Party Obligor by any Person that is subject to a proceeding under the Bankruptcy Code; and (ix) intercompany assignments, sales or other dispositions of property in connection with a Permitted Reorganization; provided, that in the case of sales of assets pursuant to clauses (iv) and (viii) above which (A) occur prior to the date on which all Obligations under the First Lien Loan Documents have been paid in fullabove, the Borrower Issuer shall, on the date of receipt by any Loan Party Obligor or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the obligations under the First Lien Loan Documents Notes pursuant to, and in the amount and order of priority set forth therein, and to the extent all such obligations have been satisfied, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii), as specified therein, and (B) occur after the date on which all Obligations under the First Lien Loan Documents have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii2.08(a), as specified therein to be applied in the order of priority set forth in Section 2.05(b)2.08. Nothing in this Section 5.02(e) shall restrict the Parent from issuing, selling, transferring or otherwise disposing of, for or without consideration and by dividend or otherwise, any Equity Interests in the Parent, or any option, warrant or other right to purchase or otherwise acquire any Equity Interests in the Parent.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, other than Inventory to be sold in the ordinary course of its business, except: (i) sales and leases of assets assets, including, without limitation, fiber sales in the ordinary course of its business consistent with prudent business practice for companies engaged in similar businesses, for cash and fair value (such as fiber sales)value; (ii) in a transaction authorized by Section 5.02(d) (other than clause (ii) thereof); (iii) sales for cash and for fair value of assets related to the sales or dispositions set forth in Schedule VIe^deltacom and OSDA businesses; (iv) sales of assets as consented to by the Required Lenders, Lenders for cash and for fair value; (v) sales of obsolete equipment and other property no longer used or relevant to the core business or operations of any Loan Party for cash and for fair value in an aggregate amount not to exceed (A) $2,000,000; 2,000,000 and (viB) sales of equipment for cash and for fair value in an aggregate amount not to exceed $10,000,000 to the extent the proceeds thereof are used by any Loan Party to purchase replacement equipment that is substantially similar in type and function to the equipment sold or to be sold, within 180 days before or after the date of any such sale; (viivi) any sale, lease, transfer or other disposition by the Parent or any Subsidiary of the Parent to the Borrower and its Subsidiaries that are Loan Parties;; and (viiivii) assignments, sales or other dispositions at fair market value for cash of accounts receivable representing amounts owed to any Loan Party by any Person that is subject to a proceeding under the Bankruptcy Code; and (ix) intercompany assignments, sales or other dispositions of property in connection with a Permitted Reorganization; provided, that in the case of sales of assets pursuant to clauses (iii), (iv) and (viiiv)(A) above which (A) occur prior to the date on which all Obligations under the First Lien Loan Documents have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the obligations under the First Lien Loan Documents pursuant to, and in the amount and order of priority set forth therein, and to the extent all such obligations have been satisfied, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii), as specified therein, and (B) occur after the date on which all Obligations under the First Lien Loan Documents have been paid in fullabove, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the Advances pursuant to, and in the amount and order of priority set forth in, in Section 2.05(b)(ii), as specified therein to be applied in the order of priority set forth in Section 2.05(b2.05(g). Nothing in this Section 5.02(e) shall restrict the Parent from issuing, selling, transferring or otherwise disposing of, for or without consideration and by dividend or otherwise, any Equity Interests in the Parent, or any option, warrant or other right to purchase or otherwise acquire any Equity Interests in the Parent.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Restricted Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (i) sales, transfers or other than Inventory to be sold dispositions of used or surplus equipment, vehicles, inventory or other assets in the ordinary course of its business, except: (i) sales and leases of assets in the ordinary course of its business consistent with prudent business practice for companies engaged in similar businesses, for cash and fair value (such as fiber sales); (ii) in a transaction authorized by Section 5.02(d) (other than clause (ii) thereof); (iii) the sales or dispositions set forth in Schedule VI; (iv) sales of assets as consented to by the Required Lenders, for cash and for fair value; (v) sales of obsolete equipment and other property no longer used or relevant to the core business or operations of any Loan Party for cash and for fair value in a single transaction or a series of related transactions in an aggregate amount not to exceed $2,000,000; (vi) sales of equipment for cash and for fair value in an aggregate amount not to exceed $10,000,000 to the extent the proceeds thereof are used by any Loan Party to purchase replacement equipment 15,000,000; provided that is substantially similar in type and function to the equipment sold or to be sold, within 180 days before or after the date of any such sale; (vii) any sale, lease, transfer or other disposition by the Parent or any Subsidiary of the Parent to the Borrower and its Subsidiaries that are Loan Parties; (viii) assignments, sales or other dispositions at fair market value for cash of accounts receivable representing amounts owed to any Loan Party by any Person that is subject to a proceeding under the Bankruptcy Code; and (ix) intercompany assignments, sales or other dispositions of property in connection with a Permitted Reorganization; provided, that in the case of sales of assets pursuant to clauses (iv) and (viii) above which shall not exceed $25,000,000 in the aggregate in any Fiscal Year; provided further that (A) occur prior any non-cash consideration in respect of such sale in the form of Debt of any Person in an amount in excess of $5,000,000 shall be evidenced by a promissory note which shall be pledged to the date on which all Administrative Agent for the benefit of the Secured Parties pursuant to the Pledge Agreement as security for the Obligations under the First Lien Loan Documents have been paid in fullof such pledgor hereunder, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of and the Net Cash Proceeds from of any such sale, prepay the obligations under the First Lien Loan Documents sales shall be applied pursuant to, and in the amount and order of priority set forth therein, and to the extent all such obligations have been satisfied, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii2.06(b)(ii), (B) immediately before and after giving effect to such sale, no Default shall have occurred and be continuing or would result therefrom and (C) with respect to any such sale (or series of related sales) in an aggregate amount in excess of $10,000,000, immediately after giving effect to such sale, the U.S. Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the relevant financial statements delivered pursuant to Section 5.03(b)(ii) or (c), as specified thereinthough such sale had occurred at the beginning of the Measurement Period covered thereby, as evidenced by a certificate of the chief financial officer of the U.S. Borrower furnished to the Lender Parties demonstrating such compliance; (iii) sales or contributions of equipment or other personal property to Restricted Subsidiaries or other joint ventures; provided that the aggregate fair market value of the assets so sold or contributed to such other joint ventures (determined, in each case, at the time of such sale or contribution) does not exceed $15,000,000 during the term of this Agreement, and (B) occur after provided further that the date on which all Obligations under the First Lien Loan Documents have been paid assets so sold or contributed to a Restricted Subsidiary shall be subject to a perfected first priority security interest in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries favor of the Net Cash Proceeds from such sale, prepay Administrative Agent for the Advances pursuant to, and in benefit of the amount and order Secured Parties; and (iv) sale for fair value of priority set forth in, Section 2.05(b)(ii), as specified therein to be applied in the order of priority set forth in Section 2.05(b). Nothing in this Section 5.02(e) shall restrict the Parent from issuing, selling, transferring or otherwise disposing of, for or without consideration and by dividend or otherwise, any Equity Interests in the Parent, or any option, warrant or other right to purchase or otherwise acquire any Equity Interests in the ParentLight Wheels Facility.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, other than Inventory to be sold in the ordinary course of its business, except: (i) sales and leases of assets assets, including, without limitation, fiber sales in the ordinary course of its business consistent with prudent business practice for companies engaged in similar businesses, for cash and fair value (such as fiber sales)value; (ii) in a transaction authorized by Section 5.02(d) (other than clause (ii) thereof); (iii) sales for cash and for fair value of assets related to the sales or dispositions set forth in Schedule VIe^deltacom and OSDA businesses; (iv) sales of assets as consented to by the Required Lenders, for cash and for fair value; (v) sales of obsolete equipment and other property no longer used or relevant to the core business or operations of any Loan Party for cash and for fair value in an aggregate amount not to exceed (A) $2,000,000; 2,000,000 and (viB) sales of equipment for cash and for fair value in an aggregate amount not to exceed $10,000,000 to the extent the proceeds thereof are used by any Loan Party to purchase replacement equipment that is substantially similar in type and function to the equipment sold or to be sold, within 180 days before or after the date of any such sale; (viivi) any sale, lease, transfer or other disposition by the Parent or any Subsidiary of the Parent to the Borrower and its Subsidiaries that are Loan Parties;; and (viiivii) assignments, sales or other dispositions at fair market value for cash of accounts receivable representing amounts owed to any Loan Party by any Person that is subject to a proceeding under the Bankruptcy Code; and (ix) intercompany assignments, sales or other dispositions of property in connection with a Permitted Reorganization; provided, that in the case of sales of assets pursuant to clauses (iii), (iv) and (viiiv)(A) above which (A) occur prior to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents pursuant to, and in the amount and order of priority set forth therein, and to the extent all such obligations have been satisfied, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii), as specified therein, and (B) occur after the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii), as specified therein to be applied in the order of priority set forth in Section 2.05(b). Nothing in this Section 5.02(e) shall restrict the Parent from issuing, selling, transferring or otherwise disposing of, for or without consideration and by dividend or otherwise, any Equity Interests in the Parent, or any option, warrant or other right to purchase or otherwise acquire any Equity Interests in the Parent.