Application of Certain Mandatory Prepayments. (i) Any prepayments pursuant to Section 1.3(b)(ii) above arising from any asset disposition by, any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of, any US Credit Party, and any prepayments pursuant to Section 5.4(d), shall be made and applied as follows: first, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; second, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; third, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fourth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; fifth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; sixth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (ii) Any prepayments pursuant to Section 1.3(b)(iii) above arising from any asset disposition by, and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of, any European Credit Party shall be made and applied as follows: first, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; second, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; third, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to European Borrower or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (iii) Any prepayments pursuant to Sections 1.3(b)(iv) above shall be made and applied as follows: first, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; second, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; third, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fourth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; fifth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; sixth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (iv) Any prepayments pursuant to Sections 1.3(b)(v) above shall be made and applied as follows: first, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; second, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; third, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fourth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; fifth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; sixth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (v) Any prepayments pursuant to Sections 1.3(b)(vi) above shall be made and applied as follows: first, by European Borrower to prepay the scheduled principal installments of the European Term Loan pro rata until prepaid in full; second, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; third, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to European Borrower or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (vi) Any prepayments pursuant to Sections 1.3(b)(vii) above shall be made and applied as follows: first, by US Borrower to prepay the scheduled principal installments of the US Term Loan pro rata until prepaid in full; second, by European Borrower to prepay the scheduled principal installments of the European Term Loan pro rata until prepaid in full; third, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fourth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; fifth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; sixth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. (vii) Any prepayments required in this Section 1.3(c) shall be applied first to the repayment of Index Rate Loans of the type of Loan required to be prepaid and then to LIBOR Rate Loans. In the event any LIBOR Rate Loans are required to be prepaid pursuant to this Section 1.3(c), payments may be made to a cash collateral account held by Agent and applied to the Loans at the end of the applicable LIBOR Period. Loans repaid with proceeds held in the cash collateral account shall not be deemed repaid until such amounts are actually applied to the payment of the Loans.
Appears in 1 contract
Sources: Credit Agreement (Inverness Medical Innovations Inc)
Application of Certain Mandatory Prepayments. (i) Any prepayments pursuant to Section SECTION 1.3(b)(ii) above arising from any asset disposition by, and any prepayments pursuant to Section SECTION 5.4(c) arising from any casualty or condemnation proceeds with respect to property of, any US Credit Party, and any prepayments pursuant to Section 5.4(d), Party shall be made and applied as follows: firstFIRST, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; secondSECOND, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; third, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fourth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; fifthTHIRD, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; sixthand FOURTH, by European Borrower to provide cash collateral in the manner set forth in Annex ANNEX B for any Letter of Credit Obligations incurred on its behalfObligations, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments.
(ii) Any prepayments pursuant to Section SECTION 1.3(b)(iii) above arising from any asset disposition by, and any prepayments pursuant to Section SECTION 5.4(c) arising from any casualty or condemnation proceeds with respect to property of, any European Credit Party shall be made and applied as follows: firstFIRST, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; secondSECOND, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; thirdTHIRD, by European Borrower to provide cash collateral in the manner set forth in Annex ANNEX B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to European Borrower or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments.
(iii) Any prepayments pursuant to Sections SECTIONS 1.3(b)(iv) above shall be made and applied as follows: firstFIRST, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; secondSECOND, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; third, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fourth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; fifthTHIRD, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; sixthFOURTH, by European Borrower to provide cash collateral in the manner set forth in Annex ANNEX B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments.
(iv) Any prepayments pursuant to Sections 1.3(b)(v) above shall be made and applied as follows: first, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; second, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; third, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fourth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; fifth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; sixth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments.
(v) Any prepayments pursuant to Sections 1.3(b)(vi) above shall be made and applied as follows: first, by European Borrower to prepay the scheduled principal installments of the European Term Loan pro rata until prepaid in full; second, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; third, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to European Borrower or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments.
(viiv) Any prepayments pursuant to Sections 1.3(b)(viiSECTIONS 1.3(b)(v) above shall be made and applied as follows: first, by US Borrower to prepay the scheduled principal installments of the US Term Loan pro rata until prepaid in full; secondFIRST, by European Borrower to prepay the scheduled principal installments of the European Term Loan pro rata until prepaid in full; third, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fourth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; fifthSECOND, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; sixthTHIRD, by European Borrower to provide cash collateral in the manner set forth in Annex ANNEX B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; , and any excess shall be returned to Borrowers European Borrower or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments.
(viiv) Any prepayments pursuant to SECTIONS 1.3(b)(vi) above shall be made and applied as follows: FIRST, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; SECOND, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; THIRD, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; and FOURTH, by European Borrower to provide cash collateral in the manner set forth in ANNEX B for any Letter of Credit Obligations until all such Letter of Credit Obligations have been fully cash collateralized.
(vi) Any prepayments required in this Section SECTION 1.3(c) shall be applied first to the repayment of Index Rate Loans of the type of Loan required to be prepaid and then to LIBOR Rate Loans. In the event any LIBOR Rate Loans are required to be prepaid pursuant to this Section SECTION 1.3(c), payments may be made to a cash collateral account held by Agent and applied to the Loans at the end of the applicable LIBOR Period. Loans repaid with proceeds held in the cash collateral account shall not be deemed repaid until such amounts are actually applied to the payment of the Loans.
Appears in 1 contract
Sources: Credit Agreement (Inverness Medical Innovations Inc)
Application of Certain Mandatory Prepayments. (i) Any prepayments pursuant Subject to the provisions of Section 1.3(b)(ii) above arising from any asset disposition by1.18 , any prepayments made by any Borrower pursuant to Section 5.4(cSections 1.3 (b) arising from any casualty (iii) , (b) (iv) or condemnation proceeds with respect to property of, any US Credit Party, and any prepayments pursuant to Section 5.4(d), (b) (v) above shall be made and applied to the Obligations owing by that Borrower as follows: firstfirst , by US Borrower to prepay the scheduled principal installments Fees and reimbursable expenses of Administrative Agent, European Loan Agent and/or Fronting Lender then due and payable pursuant to any of the US Term Loan Documents owed to such parties by the applicable Borrower; second , in inverse order the case of maturity until prepaid U.S. Borrower, to interest then due and payable on the Swing Line Loan; third , in full; secondthe case of U.S. Borrower, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; third, by US Borrower to prepay the principal balance of the US Swing Line Loan outstanding until the same has been repaid in full; fourth , to interest then due and payable on European Revolving Credit Advances (and, in that case, first to interest on the European Revolving Credit Advances excluding the Participation Fee and second to the Participation Fee) or U.S. Revolving Credit Advances, as applicable, to such Borrower; fifth , to the principal balance of European Revolving Credit Advances or U.S. Revolving Credit Advances, as applicable, to such Borrower outstanding until the same has been paid in full; fourthsixth , by US Borrower to any European Letter of Credit Obligations or U.S. Letter of Credit Obligations, as applicable, of Borrowers to provide cash collateral therefor in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; fifth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; sixth, by European Borrower to provide cash collateral collateralized in the manner set forth in Annex B for any provided , that no such cash-collateralization shall be required to the extent the applicable Borrower(s) have Borrowing Availability (before giving effect to such Letter of Credit Obligations incurred on its behalf, until all Obligations) in excess of the amount of such Letter of Credit Obligations have been fully cash collateralizedand no Event of Default has occurred and is continuing; and any excess last , in the case of U.S. Borrower, to European Obligations in such order as Administrative Agent elects. Any proceeds which remain following application of such proceeds shall be returned to Borrowers or to the applicable Borrower. Neither any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or Commitment nor the European Revolving Loan Commitments Swing Line Commitment shall be permanently reduced by the amount of any such prepayments.
(ii) Any prepayments pursuant to Section 1.3(b)(iii) above arising from any asset disposition by, and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of, any European Credit Party shall be made and applied as follows: first, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; second, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; third, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to European Borrower or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments.
(iii) Any prepayments pursuant to Sections 1.3(b)(iv) above shall be made and applied as follows: first, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; second, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; third, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fourth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; fifth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; sixth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments.
(iv) Any prepayments pursuant to Sections 1.3(b)(v) above shall be made and applied as follows: first, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; second, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; third, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fourth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; fifth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; sixth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments.
(v) Any prepayments pursuant to Sections 1.3(b)(vi) above shall be made and applied as follows: first, by European Borrower to prepay the scheduled principal installments of the European Term Loan pro rata until prepaid in full; second, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; third, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to European Borrower or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments.
(vi) Any prepayments pursuant to Sections 1.3(b)(vii) above shall be made and applied as follows: first, by US Borrower to prepay the scheduled principal installments of the US Term Loan pro rata until prepaid in full; second, by European Borrower to prepay the scheduled principal installments of the European Term Loan pro rata until prepaid in full; third, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fourth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; fifth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; sixth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law.
(vii) Any prepayments required in this Section 1.3(c) shall be applied first to the repayment of Index Rate Loans of the type of Loan required to be prepaid and then to LIBOR Rate Loans. In the event any LIBOR Rate Loans are required to be prepaid pursuant to this Section 1.3(c), payments may be made to a cash collateral account held by Agent and applied to the Loans at the end of the applicable LIBOR Period. Loans repaid with proceeds held in the cash collateral account shall not be deemed repaid until such amounts are actually applied to the payment of the Loans.
Appears in 1 contract
Sources: Credit Agreement (Fibermark Inc)
Application of Certain Mandatory Prepayments. (i) Any prepayments made by any Borrower pursuant to Section 1.3(b)(iiSections 1.3(b)(iii), (b)(iv) or (b)(v) above arising from any asset disposition by, any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of, any US Credit Party, and any prepayments pursuant to Section 5.4(d), shall be made and applied to the Obligations owing by that Borrower as follows: first, by US Borrower to prepay the scheduled principal installments Fees and reimbursable expenses of Agent, North American Collateral Agent and European Agent then due and payable pursuant to any of the US Term Loan in inverse order of maturity until prepaid in fullDocuments; second, by European Borrower in the case of U.S. Borrower, to prepay interest then due and payable on the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in fullU.S. Swing Line Loan; third, by US Borrower in the case of U.S. Borrower, to prepay the principal balance of the US Revolving Credit Advances U.S. Swing Line Loan outstanding until paid the same has been repaid in full; fourth, by US to interest then due and payable on European Revolving Credit Advances (and, in that case, first to interest on the European Revolving Credit Advances excluding the Participation Fee and second to the Participation Fee) or U.S. Revolving Credit Advances, as applicable, to such Borrower; fifth, to the principal balance of European Revolving Credit Advances or U.S. Revolving Credit Advances, as applicable, to such Borrower outstanding until the same has been paid in full; sixth, if an Event or Default has occurred and is continuing, to any European Letter of Credit Obligations or U.S. Letter of Credit Obligations, as applicable, of Borrowers to provide cash collateral therefor in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalfB, until all such Letter of Credit Obligations have been fully cash collateralized; fifth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; sixth, by European Borrower to provide cash collateral collateralized in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralizedB; and last, in the case of U.S. Borrower, to European Obligations in such order as Agent elects. Neither any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or Commitment nor the European Revolving Loan Commitments U.S. Swing Line Commitment shall be permanently reduced by the amount of any such prepayments.
(ii) Any prepayments pursuant to Section 1.3(b)(iii) above arising from any asset disposition by, and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of, any European Credit Party shall be made and applied as follows: first, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; second, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; third, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to European Borrower or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments.
(iii) Any prepayments pursuant to Sections 1.3(b)(iv) above shall be made and applied as follows: first, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; second, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; third, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fourth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; fifth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; sixth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments.
(iv) Any prepayments pursuant to Sections 1.3(b)(v) above shall be made and applied as follows: first, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; second, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; third, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fourth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; fifth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; sixth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments.
(v) Any prepayments pursuant to Sections 1.3(b)(vi) above shall be made and applied as follows: first, by European Borrower to prepay the scheduled principal installments of the European Term Loan pro rata until prepaid in full; second, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; third, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to European Borrower or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments.
(vi) Any prepayments pursuant to Sections 1.3(b)(vii) above shall be made and applied as follows: first, by US Borrower to prepay the scheduled principal installments of the US Term Loan pro rata until prepaid in full; second, by European Borrower to prepay the scheduled principal installments of the European Term Loan pro rata until prepaid in full; third, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fourth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; fifth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; sixth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law.
(vii) Any prepayments required in this Section 1.3(c) shall be applied first to the repayment of Index Rate Loans of the type of Loan required to be prepaid and then to LIBOR Rate Loans. In the event any LIBOR Rate Loans are required to be prepaid pursuant to this Section 1.3(c), payments may be made to a cash collateral account held by Agent and applied to the Loans at the end of the applicable LIBOR Period. Loans repaid with proceeds held in the cash collateral account shall not be deemed repaid until such amounts are actually applied to the payment of the Loans.
Appears in 1 contract
Sources: Credit Agreement (Samsonite Corp/Fl)
Application of Certain Mandatory Prepayments. (i) Any prepayments pursuant to Section 1.3(b)(ii) above arising from any asset disposition by, by any US Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of, of any US Credit Party, and any prepayments pursuant to Section 5.4(d), Party shall be made paid and applied in an amount equal to 100% of such proceeds as follows: first, by US Borrower to pay interest then due and payable on the US Term Loan until paid in full; second, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; secondthird, by European US Borrower to prepay pay interest then due and payable on the scheduled principal installments of the European Term US Swing Line Loan in inverse order of maturity until prepaid paid in full; thirdfourth, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; fifth, by US Borrower to pay interest then due and payable on US Revolving Credit Advances until paid in full; fourthsixth, by US Borrower to prepay the US Revolving Credit Advances and Swap Obligations on a ratable basis based on the amount of such US Revolving Credit Advances then outstanding and such Eligible Swap Obligations then due and payable until paid in full; seventh, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; fiftheighth, by European Borrower to pay interest then due and payable on the European Swing Line Loan until paid in full; ninth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, tenth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances until paid in full; sixtheleventh, by European Borrower to prepay European Revolving Credit Advances until paid in full; twelfth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None If, when and to the extent Innovations and/or any of its Subsidiaries is required to use the proceeds of Asset Sales (as such term is defined in the Indenture) to repay the Revolving Loans and permanently reduce the availability of the Revolving Loan Commitments, the European Revolving Loan Commitment shall be so reduced to the extent the proceeds of such Asset Sale were applied to the European Revolving Loan and the US Revolving Loan Commitment shall be so reduced to the extent the proceeds of such Asset Sale were applied to the US Revolving Loan. Otherwise, none of the US Revolving Loan Commitments Commitment or the European Revolving Loan Commitments Commitment shall be permanently reduced by the amount of any such prepaymentsprepayment.
(ii) Any prepayments pursuant to Section 1.3(b)(iii) above arising from any asset disposition by, by any European Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of, of any European Credit Party shall be made paid and applied in an amount equal to 100% of such proceeds as follows: first, by European US Borrower to pay any interest then due and payable on the US Term Loan until paid in full; second, by US Borrower to prepay the scheduled principal installments of the European US Term Loan in inverse order of maturity until prepaid in full; secondthird, by European Borrower to pay interest then due and payable on the European Swing Line Loan until paid in full; fourth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full; fifth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances until paid in full; sixth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; thirdseventh, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to European Borrower or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments.
(iii) Any prepayments pursuant to Sections 1.3(b)(iv) above shall be made and applied as follows: firsteighth, by US Borrower to prepay the scheduled principal installments of pay interest then due and payable on the US Term Swing Line Loan in inverse order of maturity until prepaid paid in full; second, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; thirdninth, by US Borrower to prepay the principal balance of the Swing Line Loan until paid in full; tenth, by US Borrower to pay interest then due and payable on US Revolving Credit Advances until paid in full; fourtheleventh, by US Borrower to prepay the US Revolving Credit Advances and Swap Obligations on a ratable basis based on the amount of such US Revolving Credit Advances then outstanding and such Eligible Swap Obligations then due and payable until paid in full; twelfth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; fifthand any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments or US Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments except as otherwise provided in the penultimate sentence of clause (i).
(iii) Any prepayments of any Equity Prepayment Amount pursuant to Section 1.3(b)(iv) shall be paid and applied as follows: (A) an amount equal to 33 1/3% of such Equity Prepayment Amount shall be paid and applied first, by European US Borrower to pay interest then due and payable on the US Term Loan; second, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; third, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law; and (B) an amount equal to 66 2/3% of such Equity Prepayment Amount shall be paid and applied first, by US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the US Swing Line Loan interest and the European Swing Line Loan interest based on the amount of each such interest then outstanding until paid in full; second, by US Borrower and European Borrower, as applicable, to prepay the principal balance of the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the principal balance of the US Swing Line Loan and the principal balance of the European Swing Line Loan based on the amount of each such principal amount then outstanding until paid in full; third, by US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Revolving Credit Advances and the European Revolving Credit Advances, such amount to be payable on a ratable basis to the US Revolving Loan interest and the European Revolving Loan interest based on the amount of each such interest then outstanding until paid in full; fourth, by US Borrower and European Borrower, as applicable, to prepay the US Revolving Credit Advances and the European Revolving Credit Advances, such amount to be payable on a ratable basis to the principal balance of the US Revolving Credit Advances and the principal balance of the European Revolving Credit Advances based on the amount of each such principal amount then outstanding until paid in full; sixthfifth, by US Borrower and European Borrower Borrower, as applicable, to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalfbehalf of each such Borrower, such amount to be provided on a ratable basis based on the Letter of Credit Obligations incurred on behalf of each such Borrower then outstanding until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments.
(iv) Any prepayments pursuant to Sections Section 1.3(b)(v) and Section 1.3(b)(vii) above shall be made paid and applied as follows: first, by US Borrower to pay interest then due and payable on the US Term Loan until paid in full; second, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; second, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; third, by US Borrower and European Borrower, as applicable, to prepay the principal balance of pay interest then due and payable on the US Revolving Credit Advances Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the US Swing Line Loan interest and the European Swing Line Loan interest based on the amount of each such interest then outstanding until paid in full; fourth, by US Borrower and European Borrower, as applicable, to prepay the principal balance of the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the principal balance of the US Swing Line Loan and the principal balance of the European Swing Line Loan based on the amount of each such principal amount then outstanding until paid in full; fifth, by US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Revolving Credit Advances and the European Revolving Credit Advances, such amount to be payable on a ratable basis to the US Revolving Loan interest and the European Revolving Loan interest based on the amount of each such interest then outstanding until paid in full; sixth, by US Borrower and European Borrower, as applicable, to prepay the European Revolving Credit Advances and prepay (or pay in the case of the Eligible Swap Obligations then due and payable) the US Revolving Credit Advances and Swap Obligations, such payment to be allocated as follows: (1) to the European Revolving Credit Advances in an amount equal to the product of (x) 100% of the applicable prepayment amount being made at such time pursuant to this item sixth and (y) a fraction, the numerator of which is equal to the amount of the European Revolving Credit Advances then outstanding and the denominator of which is equal to the sum of the European Revolving Credit Advances then outstanding and the US Revolving Credit Advances and Swap Obligations; and (2) the remainder of such prepayment being made at such time pursuant to this item sixth to the US Revolving Credit Advances then outstanding and the Eligible Swap Obligations then due and payable, such amount to be paid on a ratable basis based on the amount of such US Revolving Credit Advances then outstanding and Eligible Swap Obligations then due and payable until paid in full; seventh, by US Borrower and European Borrower, as applicable, to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalfbehalf of each such Borrower, until all such Letter of Credit Obligations have been fully cash collateralized; fifth, by European Borrower amount to prepay be provided on a ratable basis based on the principal balance of the European Revolving Credit Advances until paid in full; sixth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, behalf of each such Borrower then outstanding until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments.
(v) Any prepayments pursuant to Sections 1.3(b)(vi) above shall be made and applied as follows: first, by European Borrower to prepay the scheduled principal installments of the European Term Loan pro rata until prepaid in full; second, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; third, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to European Borrower or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments[Intentionally Omitted.]
(vi) Any prepayments pursuant to Sections 1.3(b)(vii) above shall be made and applied as follows: first, by US Borrower to prepay the scheduled principal installments of the US Term Loan pro rata until prepaid in full; second, by European Borrower to prepay the scheduled principal installments of the European Term Loan pro rata until prepaid in full; third, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fourth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; fifth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; sixth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law[Intentionally Omitted.]
(vii) [Intentionally Omitted.]
(viii) Any prepayments required in this Section 1.3(c) shall be applied first to the repayment of Index Rate Loans of the type of Loan required to be prepaid and then to LIBOR Rate Loans. In the event any LIBOR Rate Loans are required to be prepaid pursuant to this Section 1.3(c), payments may be made to a cash collateral account held by Agent and applied to the Loans at the end of the applicable LIBOR Period. Loans repaid with proceeds held in the cash collateral account shall not be deemed repaid until such amounts are actually applied to the payment of the Loans.β
Appears in 1 contract
Sources: Credit Agreement (Inverness Medical Innovations Inc)
Application of Certain Mandatory Prepayments. (i) Any If the 2005 Equity Raise has not yet occurred or does not occur, any prepayments pursuant to Section 1.3(b)(ii) above arising from any asset disposition by, by any US Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of, of any US Credit Party, and any prepayments pursuant to Section 5.4(d), Party shall be made paid and applied as follows: (A) an amount equal to 50% of such proceeds shall be paid and applied first, by US Borrower to pay interest then due any payable on the US Term Loan; second, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; secondthird, by European Borrower to pay interest then due and payable on the European Term Loan; fourth, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; fifth, , by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law; and (B) an amount equal to 50% of such proceeds shall be paid and applied first, by US Borrower to pay interest then due and payable on the US Swing Line Loan; second, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; third, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; fourth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fourthfifth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; fifthsixth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; seventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; eighth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, ninth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; tenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; sixtheleventh, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of If the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of 2005 Equity Raise has occurred, any such prepayments.
(ii) Any prepayments pursuant to Section 1.3(b)(iii1.3(b)(ii) above arising from any asset disposition by, by any US Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of, of any European US Credit Party shall be made and applied as follows: first, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; second, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; third, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to European Borrower or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments.
(iii) Any prepayments pursuant to Sections 1.3(b)(iv) above shall be made and applied as follows: first, by US Borrower to prepay the scheduled principal installments of pay interest then due and payable on the US Term Loan in inverse order of maturity until prepaid in fullSwing Line Loan; second, by European US Borrower to prepay the scheduled principal installments balance of the European Term US Swing Line Loan in inverse order of maturity until prepaid paid in full; third, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; fourth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fourthfifth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; sixth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; seventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; eighth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, ninth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; tenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; eleventh, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. If, when and to the extent Innovations and/or any of its Subsidiaries is required to use the proceeds of Asset Sales (as such term is defined in the Indenture) to repay the Revolving Loans and permanently reduce the availability of the Revolving Loan Commitments, the European Revolving Loan Commitment shall be so reduced to the extent the proceeds of such Asset Sale were applied to the European Revolving Loan and the US Revolving Loan Commitment shall be so reduced to the extent the proceeds of such Asset Sale were applied to the US Revolving Loan. Otherwise, none of the US Revolving Loan Commitment or the European Revolving Loan Commitment shall be permanently reduced by the amount of any such prepayment.
(ii) If the 2005 Equity Raise has not yet occurred or does not occur, any prepayments pursuant to Section 1.3(b)(iii) above arising from any asset disposition by any European Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any European Credit Party shall be paid and applied as follows: (A) an amount equal to 50% of such proceeds shall be paid and applied first, by European Borrower to pay interest then due and payable on the European Term Loan; second, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; third, by US Borrower to pay any interest then due and payable on the US Term Loan; fourth, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; fifth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law; and (B) an amount equal to 50% of such proceeds shall be paid and applied first, by European Borrower to pay interest then due and payable on the European Swing Line Loan; second, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full; third, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; fourth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; fifth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized; sixth, by US Borrower to pay interest then due and payable on the US Swing Line Loan; seventh, by US Borrower to prepay the principal balance of the Swing Line Loan until paid in full; eighth, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; ninth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; tenth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; eleventh, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. If the 2005 Equity Raise has occurred, any prepayments pursuant to Section 1.3(b)(iii) above arising from any asset disposition by any European Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any European Credit Party shall be paid and applied as follows: first, by European Borrower to pay interest then due and payable on the European Swing Line Loan; second, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full; third, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; fourth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; fifth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized, sixth; by US Borrower to pay interest then due and payable on the US Swing Line Loan; seventh, by US Borrower to prepay the principal balance of the Swing Line Loan until paid in full; eighth, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; ninth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; tenth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; eleventh, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments or US Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments except as otherwise provided in the last sentence of clause (i).
(iii) Any prepayments pursuant to Section 1.3(b)(iv) above (other than as a result of the 2005 Equity Raise) shall be paid and applied as follows: first, by US Borrower to pay interest then due and payable on the US Term Loan; second, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; third, by European Borrower to pay any interest then due and payable on the European Term Loan; fourth, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; fifth, by US Borrower to pay interest then due and payable on the US Swing Line Loan; sixth, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; seventh, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; eighth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; ninth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; tenth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; eleventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; twelfth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, thirteenth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; fourteenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; fifteenth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments.
(iv) Any prepayments pursuant to Sections 1.3(b)(vSection 1.3(b)(iv) above resulting from the 2005 Equity Raise shall be made paid and applied as follows: (A) an amount equal to 100% of the net cash proceeds described in Section 1.3(b)(iv) with respect thereto shall be paid and applied first, by US Borrower to pay interest then due and payable on the US Term Loan; second, by US Borrower to prepay the scheduled outstanding principal installments amount of the US Term Loan in inverse order of maturity until prepaid in full; secondthird, by European Borrower to pay any interest then due and payable on the European Term Loan; fourth, by European Borrower to prepay the scheduled outstanding principal installments amount of the European Term Loan in inverse order of maturity until prepaid in full; and (B) any excess of the amount described in clause (A) above remaining after the prepayment contemplated in clause (A) above shall be paid and applied as follows: an amount equal to 50% of such excess amount shall be paid and applied first, by US Borrower to pay interest then due and payable on the US Swing Line Loan; second, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; third, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; fourth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fourthfifth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; fifthsixth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; seventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; eighth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full; ninth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; tenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; sixtheleventh, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments.
(v) Any prepayments pursuant to Sections 1.3(b)(viSection 1.3(b)(v) above shall be made paid and applied as follows: first, by US Borrower to pay interest then due any payable on the US Term Loan; second, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; third, by European Borrower to pay interest then due and payable on the European Term Loan; fourth, by European Borrower to prepay the scheduled principal installments of the European Term Loan pro rata in inverse order of maturity until prepaid in full; secondfifth, by European US Borrower to pay interest then due and payable on the US Swing Line Loan; sixth, by US Borrower to prepay the principal balance of the European Revolving Credit Advances US Swing Line Loan until paid in full; third, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to European Borrower or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments.
(vi) Any prepayments pursuant to Sections 1.3(b)(vii) above shall be made and applied as follows: firstseventh, by US Borrower to prepay the scheduled principal installments of the pay interest then due and payable on US Term Loan pro rata until prepaid in fullRevolving Credit Advances; second, by European Borrower to prepay the scheduled principal installments of the European Term Loan pro rata until prepaid in full; thirdeighth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fourthninth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; fifthtenth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; eleventh, by European Borrower to prepay the principal balance of pay interest then due and payable on the European Revolving Credit Advances until paid in fullSwing Line Loan; sixthtwelfth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law.
(vii) Any prepayments required in this Section 1.3(c) shall be applied first to the repayment of Index Rate Loans of the type of Loan required to be prepaid and then to LIBOR Rate Loans. In the event any LIBOR Rate Loans are required to be prepaid pursuant to this Section 1.3(c), payments may be made to a cash collateral account held by Agent and applied to the Loans at the end of the applicable LIBOR Period. Loans repaid with proceeds held in the cash collateral account shall not be deemed repaid until such amounts are actually applied to the payment of the Loans.Eu
Appears in 1 contract
Sources: Credit Agreement (Inverness Medical Innovations Inc)