Common use of Application of Mandatory Prepayments by Type of Loans Clause in Contracts

Application of Mandatory Prepayments by Type of Loans. Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(d) and Section 2.14(f) shall be applied as follows: first, to prepay Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and further applied on a pro rata basis to the remaining scheduled Installments of principal (including the final payment at maturity) of the Term Loans; provided that if at the time any amount is required to be paid pursuant to Section 2.14(a) or (b), Borrower or any Subsidiary is required to offer to repay, prepay or repurchase any Indebtedness permitted by Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds (such Indebtedness required to be offered to be so repaid, prepaid or repurchased, “Other Applicable Indebtedness”), then Borrower may apply such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Cash proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Cash proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such 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 repayment, prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.14(a) or (b), as applicable, shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; second, solely to the extent that the Term Loans have been repaid in full, to Cash Collateralize all issued and outstanding Letters of Credit and Swing Line Loans, as applicable; and third, to prepay Outstanding Swing Line Loans, Revolving Loans, L/C Borrowings and any Unreimbursed Amounts with respect to Letters of Credit on a pro rata basis to the full extent thereof (and permanently reduce the Revolving Commitments to the full extent thereof).

Appears in 1 contract

Samples: Loan Agreement (Atlantic Power Corp)

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Application of Mandatory Prepayments by Type of Loans. Any Subject to subsections 2.3C and 2.3D, any amount (the "Applied Amount") required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitments pursuant to Sections 2.14(asubsection 2.4B(iii)(a) through 2.14(d) and Section 2.14(f- (e) shall be applied: (1) in the case of the first $200,000,000 of any Applied Amount applied as follows: firsthereunder after the February 2003 Amendment Effective Date, to prepay the Tranche A Term Loans and Tranche B Term Loans pro rata based on the outstanding principal amounts thereof (with application to the respective remaining installments thereof on a pro rata basis basis); and (2) in accordance with the respective case of any Applied Amount in excess of $200,000,000 applied hereunder (exclusive of amounts used to repurchase accounts receivable or reduce availability under the Receivables Purchase Agreement pursuant to subsection 2.4B(iii)(g)) after the February 2003 Amendment Effective Date, to prepay the Tranche A Term Loans, the Tranche B Term Loans and the Revolving Loans (and to permanently reduce the Revolving Loan Commitments by the amount of such Revolving Loan prepayment) pro rata based on the outstanding principal amounts thereof) and further applied on a pro rata basis to the remaining scheduled Installments of principal (including the final payment at maturity) of the Term Loans; provided that if at the time any amount is required to be paid pursuant to Section 2.14(a) or (b), Borrower or any Subsidiary is required to offer to repay, prepay or repurchase any Indebtedness permitted by Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds (such Indebtedness required to be offered to be so repaid, prepaid or repurchased, “Other Applicable Indebtedness”), then Borrower may apply such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such timethe Revolving Credit Commitments (amounts applied to the Tranche A Term Loans and Tranche B Term Loans to be applied to the respective remaining installments thereof on a pro rata basis); provided that the portion of such Cash proceeds allocated with respect to Other Applicable Indebtedness shall not exceed the amount of such Cash proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Cash proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the a mandatory prepayment of the Loans pursuant to subsection 2.4B(iii)(b) as a result of the incurrence of Indebtedness under the Tack-on Notes, such Applied Amount shall be applied: first to prepay the Short-Term Loan and second, to the extent of any remaining portion of the Applied Amount, to prepay the Tranche A Term Loans and Tranche B Term Loans pro rata, with such prepayment to be applied to the repaymentrespective remaining installments thereof on a pro rata basis; and provided however, prepayment that so long as any Tranche A Term Loans are outstanding, each Lender of Tranche B Term Loans shall have the right to refuse all or repurchase any portion of Other Applicable Indebtednessany Applied Amount allocable to it under this Subsection 2.4C(ii), and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.14(a) or (b), as applicable, so refused shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Tranche A Term Loans in accordance with Loans. Notwithstanding the terms hereof; second, solely foregoing or anything herein to the extent that contrary, no portion of the Term Loans have been repaid in full, to Cash Collateralize all issued and outstanding Letters proceeds of Credit and Swing Line Loans, as applicable; and third, to prepay Outstanding Swing Line Loans, Revolving Loans, L/C Borrowings and any Unreimbursed Amounts with respect to Letters of Credit on a pro rata basis to the full extent thereof (and permanently reduce the Revolving Commitments to the full extent thereof).Indebtedness permitted under

Appears in 1 contract

Samples: Credit Agreement (Aurora Foods Inc /De/)

Application of Mandatory Prepayments by Type of Loans. Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(d) and Section 2.14(f2.14(e) shall be applied as follows: first, to prepay repay Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and further applied first to the next eight scheduled principal payments in respect of the Term Loans on a pro rata basis in direct order of maturity and second on a pro rata basis to the remaining scheduled Installments of principal (including the final payment at maturity) of the each tranche of Term LoansLoan; provided that provided, if at the time any amount is required to be paid pursuant to Section 2.14(a) or (b), any Borrower or any Subsidiary is required to offer to repay, prepay or repurchase any Indebtedness permitted by Section 6.1 Permitted Pari Passu Secured Refinancing Debt pursuant to the terms of the documentation governing such Indebtedness with any Net Asset Sale Cash Proceeds or Net Insurance/Condemnation Proceeds specified therein (such Indebtedness Permitted Pari Passu Secured Refinancing Debt required to be offered to be so repaid, prepaid or repurchased, “Other Applicable Indebtedness”), then such Borrower may apply such Net Asset Sale Cash Proceeds or Net Insurance/Condemnation Proceeds, as applicable, on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided provided, that the portion of such Net Cash proceeds Proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Net Cash proceeds Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash proceeds Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repayment, prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.14(a) or (b), as applicable, shall be reduced accordingly; provided further further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; and second, solely to the extent that the Term repay outstanding Revolving Loans have been repaid in full, to Cash Collateralize all issued and outstanding Letters of Credit and Swing Line Loans, as applicable; and third, to prepay Outstanding Swing Line Loans, Revolving Loans, L/C Borrowings and any Unreimbursed Amounts with respect to Letters of Credit on a pro rata basis to the full extent thereof (and permanently reduce the Revolving Commitments to the full extent thereof).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Grifols SA)

Application of Mandatory Prepayments by Type of Loans. Any amount amounts required ----------------------------------------------------- to be paid applied as a mandatory prepayment of the Loans pursuant to Sections 2.14(asubsections 2.4B(iii)(a)-(e) through 2.14(dshall be applied first, to prepay the Term Loans to the full extent thereof, and ----- second, to the extent of any remaining portion of such amount, to prepay the ------ Revolving Loans to the full extent thereof (without any reduction in Revolving Loan Commitments); provided, however, that to the extent any Net -------- ------- Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, or Net Securities Proceeds from the issuance of equity Securities constitute proceeds of (X) and Section 2.14(f) Working Capital Collateral, then such amounts shall be applied as follows: first, to prepay repay outstanding Revolving Loans (without any reduction in ----- Revolving Loan Commitments) and second, to the extent of remaining ------ amounts, to repay outstanding Term Loans on a pro rata basis to the full extent thereof; (in accordance with Y) Pari Passu Collateral (other than Pari Passu Collateral from the respective outstanding principal sale of the Refinery Assets), then such amounts thereof) and further shall be applied on a pro rata basis in proportion to the remaining scheduled Installments of principal amounts then outstanding to repay (including the final payment at maturityi) of the outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) and (ii) outstanding Term Loans; provided that if at the time any amount is required to be paid pursuant to Section 2.14(a) or (b), Borrower or any Subsidiary is required to offer to repay, prepay or repurchase any Indebtedness permitted by Section 6.1 pursuant to Z) Pari Passu Collateral from the terms sale of the documentation governing Refinery Assets; then such Indebtedness with any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds (such Indebtedness required to be offered to be so repaid, prepaid or repurchased, “Other Applicable Indebtedness”), then Borrower may apply such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Cash proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Cash proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Cash proceeds amounts shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repayment, prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.14(a) or (b), as applicable, shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; second, solely to the extent that the Term Loans have been repaid in fullfirst, to Cash Collateralize all issued and repay outstanding Letters of Credit and Swing Line Loans, as applicable; and third, to prepay Outstanding Swing Line Loans, Revolving Loans, L/C Borrowings and Loans (without ----- any Unreimbursed Amounts with respect to Letters of Credit on a pro rata basis reduction in Revolving Loan Commitments) to the full extent thereof (and permanently reduce second, to the Revolving Commitments extent of remaining amounts, to repay outstanding Term ------ Loans to the full extent thereof; provided, further, however, that any Net -------- ------- ------- Securities Proceeds received from the issuance of Subordinated Indebtedness and required, pursuant to subsection 2.4B(iii)(d) to be applied as a mandatory prepayment of the Loans and any amounts required to be applied as mandatory prepayments of the Loans pursuant to subsection 2.4B(iii)(e) shall be applied as follows: 50% to repay outstanding Term Loans and 50% to repay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments) until payment in full of the outstanding Term Loans, and thereafter 100% of such mandatory prepayments shall be applied to prepay outstanding Revolving Loans (without any reduction in Revolving Loan Commitments). Any amounts required to be applied as a mandatory prepayment of the Revolving Loans pursuant to subsections 2.4B(iii)(a)-(e) and (g)-(h) shall be applied first to the Revolving B Loans to the full extent thereof, and after prepayment of all outstanding Revolving B Loans to the extent of any remaining portion of such amount to the Revolving A Loans.

Appears in 1 contract

Samples: Credit Agreement (Farmland Industries Inc)

Application of Mandatory Prepayments by Type of Loans. Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(d) and Section 2.14(f2.14(e) shall be applied as follows: first, to prepay repay Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and further applied first to the next eight scheduled principal payments in respect of the Term Loans on a pro rata basis in direct order of maturity and second on a pro rata basis to the remaining scheduled Installments of principal (including of each tranche of Term Loan, in each case, for the final payment at maturity) avoidance of doubt, allocated on a pro rata basis among the Term applicable U.S. Loans and Foreign Loans; provided that if at the time any amount is required to be paid pursuant to Section 2.14(a) or (b), any Borrower or any Subsidiary is required to offer to repay, prepay or repurchase any Indebtedness permitted by Section 6.1 Permitted Pari Passu Secured Refinancing Debt pursuant to the terms of the documentation governing such Indebtedness with any Net Asset Sale Cash Proceeds or Net Insurance/Condemnation Proceeds specified therein (such Indebtedness Permitted Pari Passu Secured Refinancing Debt required to be offered to be so repaid, prepaid or repurchased, “Other Applicable Indebtedness”), then such Borrower may apply such Net Asset Sale Cash Proceeds or Net Insurance/Condemnation Proceeds, as applicable, on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash proceeds Proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Net Cash proceeds Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash proceeds Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repayment, prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.14(a) or (b), as applicable, shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; and second, solely to the extent that the Term repay outstanding Revolving Loans have been repaid in full, to Cash Collateralize all issued and outstanding Letters of Credit and Swing Line Loans, as applicable; and third, to prepay Outstanding Swing Line Loans, Revolving Loans, L/C Borrowings and any Unreimbursed Amounts with respect to Letters of Credit on a pro rata basis to the full extent thereof (and permanently reduce the Revolving Commitments to the full extent thereof).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Grifols SA)

Application of Mandatory Prepayments by Type of Loans. Any All prepayments made pursuant to Section 2.13(d) shall be applied solely to the outstanding Initial Term Loans (and any New Term Loans or Extended Term Loans to the extent provided for in the applicable Joinder Agreement or Extension Amendment; provided that the Initial Term Loans receive not less than the pro rata portion of such prepayment unless otherwise agreed). Subject to the preceding sentence, any amount required to be paid pursuant to Sections 2.14(a) through 2.14(d) and Section 2.14(f2.14(e) shall be applied as follows: first, to prepay Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and further applied on a pro rata basis to the remaining scheduled Installments of principal (including the final payment at maturity) of the Term Loans; provided that if at the time any amount is required to be paid pursuant to Section 2.14(a) or (b), Borrower or any Subsidiary is required to offer to repay, prepay or repurchase any Indebtedness permitted by Section 6.1 Permitted First Priority Refinancing Debt pursuant to the terms of the documentation governing such Indebtedness Debt with any Net Asset Sale Cash Proceeds or Net Insurance/Condemnation Proceeds (such Indebtedness Permitted First Priority Refinancing Debt required to be offered to be so repaid, prepaid or repurchased, “Other Applicable Indebtedness”), then Borrower may apply such Net Asset Sale Cash Proceeds or Net Insurance/Condemnation Proceeds, as applicable, on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Cash cash proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Cash cash proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Cash 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 repayment, prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.14(a) or (b), as applicable, shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness Debt purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; second, solely to the extent that the Term Loans have been repaid in full, to Cash Collateralize all issued and outstanding Letters of Credit and Swing Line Loans, as applicable; and third, to prepay Outstanding Swing Line Loans, Revolving Loans, L/C Borrowings and any Unreimbursed Amounts with respect to Letters of Credit on a pro rata basis to the full extent thereof (and permanently reduce the Revolving Commitments Loans to the full extent thereof).;

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Nord Anglia Education, Inc.)

Application of Mandatory Prepayments by Type of Loans. Any All prepayments made pursuant to Section 2.13(d) shall be applied solely to the outstanding Initial Term Loans (and any New Term Loans or Extended Term Loans to the extent provided for in the applicable Joinder Agreement or Extension Amendment; provided that the Initial Term Loans receive not less than the pro rata portion of such prepayment unless otherwise agreed by the Borrower and the applicable holders of Initial Term Loans). Subject to the preceding sentence, any amount required to be paid pursuant to Sections 2.14(a) through 2.14(d) and Section 2.14(f2.14(e) shall be applied as follows: first, to prepay Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and further applied on a pro rata basis to the remaining scheduled Installments of principal (including the final payment at maturity) of the Term Loans; provided that if at the time any amount is required to be paid pursuant to Section 2.14(a) or (b), Borrower or any Subsidiary is required to offer to repay, prepay or repurchase any Indebtedness permitted by Section 6.1 Permitted First Priority Refinancing Debt pursuant to the terms of the documentation governing such Indebtedness Debt with any Net Asset Sale Cash Proceeds or Net Insurance/Condemnation Proceeds (such Indebtedness Permitted First Priority Refinancing Debt required to be offered to be so repaid, prepaid or repurchased, “Other Applicable Indebtedness”), then Borrower may apply such Net Asset Sale Cash Proceeds or Net Insurance/Condemnation Proceeds, as applicable, on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Cash cash proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Cash cash proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Cash 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 repayment, prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.14(a) or (b), as applicable, shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness Debt purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; second, solely to the extent that the Term Loans have been repaid in full, to Cash Collateralize all issued and outstanding Letters of Credit and Swing Line Loans, as applicable; and third, to prepay Outstanding Swing Line Loans, Revolving Loans, L/C Borrowings and any Unreimbursed Amounts with respect to Letters of Credit on a pro rata basis to the full extent thereof (and permanently reduce the Revolving Commitments Loans to the full extent thereof).;

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Nord Anglia Education, Inc.)

Application of Mandatory Prepayments by Type of Loans. Any amount required to be paid Except as otherwise provided in any Refinancing Amendment, any Incremental Facility Amendment or any Extension Amendment, each prepayment of Loans pursuant to Sections 2.14(aany of Section 2.11(a) through 2.14(d) and Section 2.14(f2.11(d) shall be applied as follows: firstratably to each Class of Loans then outstanding (provided that any prepayment of Loans with proceeds of any Refinancing Indebtedness, Incremental Facility or Replacement Term Loans shall, to the extent incurred to refinance or replace Loans of any Class, be applied to the applicable Class of Loans being refinanced or replaced); and shall be further applied (i) in the case of the Initial Term Loans, as directed by Borrower and (ii) in the case of each other Class of Loans, as specified in the applicable Refinancing Amendment, Incremental Facility Amendment or Extension Amendment; provided that if at the time that any such prepayment would be required hereunder, Borrower is required to offer to purchase or prepay Term any other Indebtedness secured on a pari passu basis with the Obligations under the Credit Documents pursuant to the terms of the documentation governing such Indebtedness with such net proceeds or Consolidated Excess Cash Flow, as the case may be (such Indebtedness required to be offered to be so purchased or prepaid, the “Other Applicable Indebtedness”), then Borrower may apply such net proceeds or Consolidated Excess Cash Flow, as the case may be, on a pro rata basis to the prepayment of the Loans and to the purchase or prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; provided that the portion of such net proceeds or Consolidated Excess Cash Flow, as the case may be, allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds or Consolidated Excess Cash Flow, as the case may be, required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds or Consolidated Excess Cash Flow, as the case may be, shall be allocated to the Loans in accordance with the terms hereof), and the amount of prepayment of the Loans that would have otherwise been required pursuant to Section 2.11 shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or purchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. If the Borrower fails to deliver a direction to the Administrative Agent as to the order of application of such prepayment pursuant to this Section 2.12(b), such prepayment shall be applied to repay the Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and further applied on a pro rata basis to reduce the scheduled remaining scheduled Installments of principal (including the final payment at maturity) of the Term Loans; provided that if at the time any amount is required to be paid pursuant to Section 2.14(a) or (b), Borrower or any Subsidiary is required to offer to repay, prepay or repurchase any Indebtedness permitted by Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds (such Indebtedness required to be offered to be so repaid, prepaid or repurchased, “Other Applicable Indebtedness”), then Borrower may apply such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Cash proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Cash proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Cash proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment directly order of the Term Loans and to the repayment, prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.14(a) or (b), as applicable, shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; second, solely to the extent that the Term Loans have been repaid in full, to Cash Collateralize all issued and outstanding Letters of Credit and Swing Line Loans, as applicable; and third, to prepay Outstanding Swing Line Loans, Revolving Loans, L/C Borrowings and any Unreimbursed Amounts with respect to Letters of Credit on a pro rata basis to the full extent thereof (and permanently reduce the Revolving Commitments to the full extent thereof)maturity.

Appears in 1 contract

Samples: Credit and Guarantee Agreement (Kraton Performance Polymers, Inc.)

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Application of Mandatory Prepayments by Type of Loans. Any amount required to be paid Except as otherwise provided in any Refinancing Amendment, any Incremental Facility Amendment or any Extension Amendment, each prepayment of Loans pursuant to Sections 2.14(aany of Section 2.11(a) through 2.14(d) and Section 2.14(f2.11(d) shall be applied as follows: firstratablyas directed by the Borrower Representative to each Class of Loans then outstanding (provided that any prepayment of Loans with proceeds of any Refinancing Indebtedness, Incremental Facility or Replacement Term Loans shall, to the extent incurred to refinance or replace Loans of any Class, be applied to the applicable Class of Loans being refinanced or replaced); and shall be further applied (i) in the case of the Initial Dollar Term Loans, as directed by the U.S. Borrower and, (ii) in the case of the Initial Euro Term Loans, as directed by the Euro Borrower and (iii) in the case of each other Class of Loans, as specified in the applicable Refinancing Amendment, Incremental Facility Amendment or Extension Amendment; provided that if at the time that any such prepayment would be required hereunder, the applicable Borrower is required to offer to purchase or prepay Term any other Indebtedness secured on a pari passu basis with the Obligations under the Credit Documents pursuant to the terms of the documentation governing such Indebtedness with such net proceeds or Consolidated Excess Cash Flow, as the case may be (such Indebtedness required to be offered to be so purchased or prepaid, the “Other Applicable Indebtedness”), then such Borrower may apply such net proceeds or Consolidated Excess Cash Flow, as the case may be, on a pro rata basis to the prepayment of the Loans and to the purchase or prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; provided that the portion of such net proceeds or Consolidated Excess Cash Flow, as the case may be, allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds or Consolidated Excess Cash Flow, as the case may be, required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds or Consolidated Excess Cash Flow, as the case may be, shall be allocated to the Loans in accordance with the terms hereof), and the amount of prepayment of the Loans that would have otherwise been required pursuant to Section 2.11 shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or purchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. If the applicable Borrower fails to deliver a direction to the Administrative Agent as to the order of application of such prepayment pursuant to this Section 2.12(b), such prepayment shall be applied to repay the Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and further applied on a pro rata basis to reduce the scheduled remaining scheduled Installments of principal (including the final payment at maturity) of the Term Loans; provided that if at the time any amount is required to be paid pursuant to Section 2.14(a) or (b), Borrower or any Subsidiary is required to offer to repay, prepay or repurchase any Indebtedness permitted by Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds (such Indebtedness required to be offered to be so repaid, prepaid or repurchased, “Other Applicable Indebtedness”), then Borrower may apply such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Cash proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Cash proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Cash proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment directly order of the Term Loans and to the repayment, prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.14(a) or (b), as applicable, shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; second, solely to the extent that the Term Loans have been repaid in full, to Cash Collateralize all issued and outstanding Letters of Credit and Swing Line Loans, as applicable; and third, to prepay Outstanding Swing Line Loans, Revolving Loans, L/C Borrowings and any Unreimbursed Amounts with respect to Letters of Credit on a pro rata basis to the full extent thereof (and permanently reduce the Revolving Commitments to the full extent thereof)maturity.

Appears in 1 contract

Samples: Credit and Guarantee Agreement (Kraton Corp)

Application of Mandatory Prepayments by Type of Loans. Any (1) Subject to the terms of subsection 2.4D and clause (2) of this subsection 2.4B(iv)(b), any amount required to be paid applied as a mandatory prepayment of the Loans shall be applied to prepay all outstanding Loans proportionately to each Lender’s Pro Rata Share (as determined pursuant to Sections 2.14(aclause (iii) through 2.14(d) and Section 2.14(f) of the definition of “Pro Rata Share”); provided that to the extent that any Revolving Lender’s Pro Rata Share of the applicable prepayment is in excess of the amount of such Revolving Lender’s outstanding Revolving Loans (the “Prepayment Excess”), the amount of the Prepayment Excess shall be applied as follows: first, to prepay Term Loans on a pro rata basis (in accordance with the respective an additional prepayment of such Revolving Lender’s outstanding principal amounts thereof) and further applied on a pro rata basis to the remaining scheduled Installments of principal (including the final payment at maturity) of the Term Loans; provided provided, further, that if the Prepayment Excess is in excess of the amount of such Revolving Lender’s outstanding Term Loans, such excess shall be deposited in the Collateral Account to Cash collateralize any outstanding Letters of Credit; provided, further, that if there still remains a Prepayment Excess once all outstanding Letters of Credit have been Cash collateralized, the remaining amount of the Prepayment Excess shall be deposited in the Collateral Account to Cash collateralize such Revolving Lender’s Revolving Loan Commitment (and then all other Revolving Loan Commitments); and provided, further, that if any amount of the Prepayment Excess still remains once all Revolving Loan Commitments have been Cash collateralized, such remaining amount shall be applied as an additional prepayment of all outstanding Term Loans proportionately to each Term Lender’s Pro Rata Share. (2) Notwithstanding the foregoing, if at the time of any amount is required to be paid pursuant to Section 2.14(a) or (b)mandatory prepayment, Borrower or any Subsidiary is required to offer to repaythe Revolving Loan Commitments have been terminated, prepay or repurchase any Indebtedness permitted by Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds (such Indebtedness required to be offered to be so repaid, prepaid or repurchased, “Other Applicable Indebtedness”), then Borrower may apply such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Cash proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Cash proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Cash proceeds mandatory prepayment shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repaymentfirst, prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.14(a) or (b), as applicable, shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; second, solely to the extent that the Term Loans have been repaid in full, to Cash Collateralize all issued and outstanding Letters of Credit and Swing Line Loans, as applicable; and third, to prepay Outstanding Swing Line Loans, Revolving Loans, L/C Borrowings and any Unreimbursed Amounts with respect to Letters of Credit on a pro rata basis to the full extent thereof (and permanently reduce the Revolving Commitments to the full extent thereof), second, to the extent of any remaining portion of such prepayment, applied to prepay the Revolving Loans to the full extent thereof, and third, to the extent of any still remaining portion of such prepayment, deposited in the Collateral Account to Cash collateralize any outstanding Letters of Credit. (3) Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Share.

Appears in 1 contract

Samples: Credit Agreement (Panolam Industries International Inc)

Application of Mandatory Prepayments by Type of Loans. Any Except as provided in subsection 2.4D, any amount required to be paid applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to Sections 2.14(a) through 2.14(d) and Section 2.14(fsubsections 2.4B(iii)(a)-(e) shall be applied as follows: first, first to prepay the Bridge Loans and the Tranche B Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) to the full extent thereof, second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof (and, after prepaying all Revolving Loans, Cash collateralize any outstanding Letters of Credit by depositing the requisite amount in the Collateral Account) and to further permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, and fourth, to the extent of any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof. Any amounts required to be applied as a mandatory prepayment of the Loans and/or reduction of the Revolving Loan Commitments pursuant to subsection 2.4B(iii)(f) shall be applied as described in such subsection. Any amounts required to be applied as a mandatory prepayment of Loans pursuant to subsection 2.4B(iii)(g) shall be applied to such Loans as Company may direct (provided, that, if Company provides no such direction, such amounts shall be applied first to Revolving Loans outstanding (without a reduction of the Revolving Loan Commitments), and second to the Bridge Loans and the Tranche B Term Loans on a pro rata basis in accordance with the outstanding principal amounts thereof). Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Share. Any mandatory prepayments of the remaining Tranche B Term Loans pursuant to subsection 2.4B(iii) shall be applied to reduce the scheduled Installments installments of principal (including the final payment at maturity) of the Tranche B Term Loans; provided that if at the time any amount is required to be paid pursuant to Section 2.14(aLoans set forth in subsection 2.4A(i) or (b), Borrower or any Subsidiary is required to offer to repay, prepay or repurchase any Indebtedness permitted by Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds (such Indebtedness required to be offered to be so repaid, prepaid or repurchased, “Other Applicable Indebtedness”), then Borrower may apply such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Cash proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Cash proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Cash proceeds shall be allocated to the Term Loans in accordance with the terms hereofrespective outstanding principal amounts thereof) to the prepayment each remaining scheduled installment of principal of the Tranche B Term Loans and to the repayment, prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.14(a) or (b), as applicable, shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and set forth in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; second, solely to the extent that the Term Loans have been repaid in full, to Cash Collateralize all issued and outstanding Letters of Credit and Swing Line Loans, as applicable; and third, to prepay Outstanding Swing Line Loans, Revolving Loans, L/C Borrowings and any Unreimbursed Amounts with respect to Letters of Credit on a pro rata basis to the full extent thereof (and permanently reduce the Revolving Commitments to the full extent thereofsubsection 2.4A(i).

Appears in 1 contract

Samples: Credit Agreement (Propex Fabrics Inc.)

Application of Mandatory Prepayments by Type of Loans. Any amount required to be paid pursuant to Sections 2.14(a) through 2.14(d) and Section 2.14(f2.14(e) shall be applied as follows: first, to prepay repay Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and further applied first to the next eight scheduled Installments of principal in respect of the Term Loans on a pro rata basis in direct order of maturity and second on a pro rata basis to the remaining scheduled Installments of principal (including the final payment at maturity) of the each tranche of Term LoansLoan; provided that provided, if at the time any amount is required to be paid pursuant to Section 2.14(a) or (b), any Borrower or any Subsidiary is required to offer to repay, prepay repurchase Permitted Pari Passu Secured Refinancing Debt or repurchase any Indebtedness permitted by Section 6.1 Senior Secured Notes pursuant to the terms of the documentation governing such Indebtedness with any Net Asset Sale Cash Proceeds or Net Insurance/Condemnation Proceeds specified therein (such Indebtedness Permitted Pari Passu Secured Refinancing Debt or Senior Secured Notes required to be offered to be so repaid, prepaid or repurchased, “Other Applicable Indebtedness”), then such Borrower may apply such Net Asset Sale Cash Proceeds or Net Insurance/Condemnation Proceeds, as applicable, on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided provided, that the portion of such Net Cash proceeds Proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Net Cash proceeds Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash proceeds Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repayment, prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.14(a) or (b), as applicable, shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof; second, solely to the extent that the Term Loans have been repaid in full, to Cash Collateralize all issued and outstanding Letters of Credit and Swing Line Loans, as applicable; and third, to prepay Outstanding Swing Line Loans, Revolving Loans, L/C Borrowings and any Unreimbursed Amounts with respect to Letters of Credit on a pro rata basis to the full extent thereof (and permanently reduce the Revolving Commitments to the full extent thereof).to

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Grifols SA)

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