Common use of Other Applicable Debt Clause in Contracts

Other Applicable Debt. If at the time that any prepayment pursuant to Section 2.05(b) would be required, the Borrower is also required to offer to repurchase, defease or prepay Permitted First Priority Refinancing Indebtedness or Indebtedness incurred pursuant to Section 7.02(o)) (in each case, to the extent secured by Liens on the assets giving rise to such prepayment on a pari passu basis with the Obligations), in each case pursuant to the terms of the documentation governing such Indebtedness with Net Cash Proceeds with respect to any property or assets constituting Collateral (such Indebtedness required to be offered to be so repurchased, “Other Applicable Debt”), then the Borrower may apply such net proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans (except to the extent a less than ratable payment is permitted or required to be made to the Incremental Term Loans, Refinanced Term Loans or Extended Term Loans pursuant to the applicable documentation) and Other Applicable Debt at such time; provided, the portion of such net proceeds allocated to the Other Applicable Debt shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Debt pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Debt, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(e) shall be reduced accordingly.

Other Applicable Debt. If at the time that any prepayment pursuant to Section 2.05(b) would be required, the Borrower is also required to offer to repurchase, defease or prepay repurchase Permitted First Priority Refinancing Indebtedness or Indebtedness incurred pursuant to Section 7.02(o)) (in each case, to the extent secured by Liens on the assets giving rise to such prepayment on a pari passu basis with the Obligations), in each case pursuant to the terms of the documentation governing such Indebtedness with Net Cash Proceeds with respect to any property or assets constituting Collateral (such Indebtedness required to be offered to be so repurchased, “"Other Applicable Debt”"), then the Borrower may apply such net proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans (except to the extent a less than ratable payment is permitted or required to be made to the Incremental Term Loans, Refinanced Term Loans or Extended Term Loans pursuant to the applicable documentation) and Other Applicable Debt at such time; provided, the portion of such net proceeds allocated to the Other Applicable Debt shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Debt pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Debt, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(e) shall be reduced accordingly.

Other Applicable Debt. If at the time that any prepayment pursuant to Section 2.05(b) would be required, the Borrower is also required to offer to repurchase, defease or prepay Permitted First Priority Refinancing Indebtedness Incremental Equivalent Debt, Ratio Debt or Indebtedness incurred pursuant to Section 7.02(o)7.02(b)(xiv) (in each case, to the extent secured by Liens on the assets giving rise to such prepayment on a pari passu basis with the Obligations), in each case pursuant to the terms of the documentation governing such Indebtedness with Net Cash Proceeds with respect to any property or assets constituting Collateral (such Indebtedness required to be offered to be so repurchased, “Other Applicable Debt”), then the Borrower may apply such net proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans (except to the extent a less than ratable payment is permitted or required to be made to the Incremental Term Loans, Refinanced Term Loans or Extended Term Loans pursuant to the applicable documentationCredit Extension Amendment) and Other Applicable Debt at such time; provided, provided the portion of such net proceeds allocated to the Other Applicable Debt shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Debt pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Debt, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(e) shall be reduced accordingly.

Other Applicable Debt. If at the time that any prepayment pursuant to Section 2.05(b2.14(a) would be required, the Borrower is Borrowers are also required to offer to repurchase, defease or prepay repurchase Permitted First Priority Refinancing Indebtedness Debt or Indebtedness incurred pursuant to Section 7.02(o)) Incremental Equivalent Debt (in each case, to the extent secured by Liens on the assets giving rise to such prepayment on a pari passu basis with the Obligations), in each case pursuant to the terms of the documentation governing such Indebtedness with Net Cash Proceeds with respect to any property or assets constituting Collateral (such Indebtedness required to be offered to be so repurchased, “Other Applicable Debt”), then the Borrower Borrowers may apply such net proceeds Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans (except to the extent a less than ratable payment is permitted or required to be made to the Incremental Term Loans, Refinanced Term Loans or Extended Term Loans pursuant to the applicable documentation) and Other Applicable Debt at such time; provided, the portion of such net proceeds Net Cash Proceeds allocated to the Other Applicable Debt shall not exceed the amount of such net proceeds Net Cash Proceeds required to be allocated to the Other Applicable Debt pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Debt, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(e2.14(i) shall be reduced accordingly; provided further, to the extent the holders of Other Applicable Debt decline to have such Other Applicable Debt repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof, subject, in any event, to Section 2.15(d).