If any Loan Party or any of its Subsidiaries, in any transaction or series of related transactions, (i) sells any material assets or other material properties of such Loan Party or any of its Subsidiaries, (ii) sells or issues any equity or debt securities, equity interests or other ownership interests, other than the issuance of equity or equity interests under the Company’s incentive plans or (iii) incurs any Indebtedness except for Permitted Indebtedness, then in each case, Borrower and its Subsidiaries shall prepay the Loan in an amount equal to 100% (or such lesser amount as is required to indefeasibly pay in cash in full the Obligations) of the cash proceeds thereof (net of reasonable transaction costs and expenses and taxes) immediately upon receipt thereof by any Loan Party or its Subsidiaries.