Other Applicable Indebtedness. In the case of any mandatory prepayment pursuant to Section 2.11(b)(i) or (c), Holdings may use a portion of such Net Proceeds or Excess Cash Flow, as applicable, in respect of any such fiscal year that would otherwise be required to be applied to prepay Term Loan Borrowings, to prepay or repurchase on a pro rata basis any other Indebtedness that is secured by the Collateral on a pari passu basis with the Term Loan Borrowings, to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Prepayment Event or with such Excess Cash Flow, as applicable, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds or Excess Cash Flow and (y) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness and such amount so used shall reduce on a dollar-for-dollar basis, any prepayment amount due hereunder in respect of such Net Proceeds or Excess Cash Flow.
Other Applicable Indebtedness. If at the time that any prepayment pursuant to Section 2.05(b)(i) or 2.05(b)(ii) would be required, the Borrower is required to repay, repurchase or offer to repay or repurchase any Pari Passu Lien Debt pursuant to the terms of the documentation governing such Indebtedness with all or a portion of “excess cash flow” or the “net proceeds” of any such Disposition or Casualty Event (any such Indebtedness, “Other Applicable Indebtedness”), then the Borrower may apply Excess Cash Flow or Net Proceeds (as applicable), in each case, on a pro rata basis (or less than pro rata basis if permitted by the documentation governing such Other Applicable Indebtedness) to the prepayment of the Term Loans and the repayment, prepayment or repurchase of any Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time), and the amount of prepayment of the Term Loans that would otherwise have been required pursuant to Section 2.05(b)(i) or 2.05(b)(ii), as applicable, will be reduced accordingly; provided that (A) the portion of such Excess Cash Flow or Net Proceeds, as applicable, allocated to the Other Applicable Indebtedness shall not exceed the amount of Excess Cash Flow or such Net Proceeds, as applicable, required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of Excess Cash Flow or such Net Proceeds, as applicable, shall be allocated to the Term Loans in accordance with the terms hereof, and (B) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness 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.
