Application of Mandatory Prepayments. (A) Except as otherwise specifically set forth in clauses , and above, all prepayments under this Section 2.04(c) shall be applied as follows: (1) subject to clause 3, each prepayment under this Section 2.04(c) shall be applied first to the prepayment of the Term A Loans and Term B Loans to the full extent thereof on a pro rata basis in direct order of maturity (and pro rata among the Term A Lenders and Term B Lenders, respectively, as applicable) where the applicable clause of this Section 2.04(c) does not limit the prepayment to the Term A Loans, and, where the applicable clause of this Section 2.04(c) does limit the prepayment to the Term A Loans, to the prepayment of the Term A Loans to the full extent thereof on a pro rata basis in direct order of maturity and second, to prepay outstanding Revolving Loans and permanently ------ reduce the Revolving Commitments (it being understood that the Revolving Commitments shall be reduced by the full amount of any such required prepayment whether or not any Revolving Loans are then outstanding); (2) notwithstanding the foregoing clause 1, no prepayment under Section 2.04(c)(i) or Section 2.04(c)(iii) shall be applied to the Term B Loans to the extent that such application would result in the prepayment of more than 25% of the original principal amount of the Term B Loans on or before the fifth anniversary of the Closing Date, taking into account any prior prepayments and the scheduled repayments of the Term B Loans in Section 2.03(b); and (3) notwithstanding the foregoing clauses 1 and 2, so long as (and to the extent that) any Term A Loans are outstanding, the Borrower may offer the Term B Lenders the option to, and any Term B Lender may elect to, waive its ratable share of any prepayment under this Section 2.04(c). In the event that any Term B Lender elects by 2:00 p.m. (Toronto time) on the day prior to the date of prepayment to waive such right with respect to any such prepayment under this Section 2.04(c), 50% of that Term B Lender's ratable share of such prepayment shall be applied to the prepayment of Term A Loans ratably to the Term A Lenders in direct order of maturity, and the remaining 50% of such amount shall be retained by the Borrower. If no Term A Loans are outstanding, such option to offer and election to waive prepayments shall not be available. (B) Considering Term A Loans, Term B Loans and Revolving Loans being paid separately, any prepayment thereof shall be applied (1), as between Base Rate Loans and Eurodollar Rate Loans, first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c) and (2) as between Prime Rate Loans and BA Loans, first to Prime Rate Loans to the full extent thereof before application to BA Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c). If a Contract Period in respect of a BA Loan to which a prepayment is to be applied has not expired, the Borrower shall pay to the Administrative Agent for the accounts of the Appropriate Lenders, in same day funds, for deposit to a Cash Collateral Account (over which the Administrative Agent shall have sole and exclusive control, including right of withdrawal) an amount equal to the required prepayment to secure the Borrower's obligations in respect of such BA Loan until the expiry of the Contract Period therefor upon which such cash collateral shall be applied to the repayment of such BA Loan.
Appears in 1 contract
Application of Mandatory Prepayments. (A1) Except as Unless otherwise specifically set forth above in clauses Section 2.5(a), Section 2.5(b)(i), (ii), (iii) and above(iv), all prepayments under amounts required to be paid pursuant to this Section 2.04(c) shall be applied as follows:
: (1A) subject first, to clause 3the outstanding Term Loans and Term Loan Collateral, as follows: (i) to the extent the outstanding principal amount under the Term Loans and the Reindeer Facility, both before and after giving effect to such optional prepayment, is greater than $300,000,000 and there are more than fifteen (15) Pledged Mortgage Assets, as the Borrowers may direct in their discretion and (ii) to the extent the outstanding principal amount under the Term Loans and the Reindeer Facility, either before or after giving effect to such optional prepayment, is less than or equal to $300,000,000 or there are less than or equal to fifteen (15) Pledged Mortgage Assets, as the Administrative Agent may elect in its reasonable discretion, in each prepayment under this Section 2.04(ccase until the outstanding principal amount of the Term Loans has been paid and full and (B) second, to the outstanding Revolving Loans and Revolving Loan Collateral in such manner as the Borrower may elect in its discretion until the outstanding principal amount of the Revolving Loans has been paid in full. Within the parameters of the applications set forth above, prepayments shall be applied first to the prepayment of the Term A Alternate Base Rate Loans and Term B then to LIBOR Rate Loans to the full extent thereof on a pro rata basis in direct order of maturity (and pro rata among the Term A Lenders and Term B Lenders, respectively, as applicable) where the applicable clause of Interest Period maturities. All prepayments under this Section 2.04(c) does not limit the prepayment to the Term A Loans, and, where the applicable clause of this Section 2.04(c) does limit the prepayment to the Term A Loans, to the prepayment of the Term A Loans to the full extent thereof on a pro rata basis in direct order of maturity and second, to prepay outstanding Revolving Loans and permanently ------ reduce the Revolving Commitments (it being understood that the Revolving Commitments shall be reduced subject to Section 2.13 and be accompanied by interest on the full principal amount prepaid through the date of any such required prepayment whether prepayment, but otherwise without premium or not any Revolving Loans are then outstanding);penalty; and
(2) notwithstanding the foregoing clause 1, no prepayment under Section 2.04(c)(i) or Section 2.04(c)(iii) shall be applied to the Term B Loans to the extent that such application would result in the prepayment of more than 25% of the original principal amount of the Term B Loans on or before the fifth anniversary of the Closing Date, taking into account any prior prepayments and the scheduled repayments of the Term B Loans in Section 2.03(b); and
(3) notwithstanding the foregoing clauses 1 and 2, so long as (and to the extent that) any Term A Loans are outstanding, the Borrower may offer the Term B Lenders the option to, and any Term B Lender may elect to, waive its ratable share of any prepayment under this Section 2.04(c). In the event that any Term B Lender elects by 2:00 p.m. (Toronto time) on the day prior to the date of prepayment to waive such right with respect to any such prepayment under this Section 2.04(c), 50% of that Term B Lender's ratable share of such prepayment shall be applied to the prepayment of Term A Loans ratably to the Term A Lenders in direct order of maturity, and the remaining 50% of such amount shall be retained by the Borrower. If no Term A Loans are outstanding, such option to offer and election to waive prepayments shall not be available.
(B) Considering Term A Loans, Term B Loans and Revolving Loans being paid separately, any prepayment thereof shall be applied (1), as between Base Rate Loans and Eurodollar Rate Loans, first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments All amounts required to be made paid pursuant to this Section shall be deposited in the Collection Account and shall be accompanied by the Borrower any applicable costs incurred pursuant to Section 9.04(c2.13 (if any) and (2) as between Prime Rate Loans and BA Loans, first to Prime Rate Loans to the full extent thereof before application to BA Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c). If a Contract Period in respect of a BA Loan to which a prepayment is to be applied has not expired, the Borrower shall pay to the Administrative Agent for the accounts of the Appropriate Lenders, in same day funds, for deposit to a Cash Collateral Account (over which the Administrative Agent shall have sole and exclusive control, including right of withdrawal) an amount equal to the required prepayment to secure the Borrower's obligations in respect of such BA Loan until the expiry of the Contract Period therefor upon which such cash collateral shall be applied to the repayment of such BA Loanapplicable interest payments.
Appears in 1 contract
Sources: Credit Agreement (Northstar Realty)
Application of Mandatory Prepayments. A. Amounts paid under thisthe preceding subsection (Ab)(i) Except as otherwise specifically set forth and any amounts required to be paid under the preceding subsections (b)(ii) and (b)(iii) which are to be allocated to the Revolving Loans and Letter of Credit Liabilities pursuant to the following clause (B) and (C) shall be applied to pay all amounts of principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in clauses accordance with Section 3.2. and if any Letters of Credit are outstanding at such time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations.
B. Amounts paid under the preceding subsections (b)(ii) and above, all prepayments (iii) (other than under this Section 2.04(c(b)(ii) if the Net Asset Sale Proceeds result from the sale of an Unencumbered Property (or the Equity Interests of a direct or indirect owner of an Unencumbered Property)) shall be applied as follows:
: (1I) subject to clause 3, each prepayment under this Section 2.04(c) shall be applied first to the prepayment if Availability as of the Term A date of such prepayment is greater than or equal to $250,000,000, first, to prepay the Revolving Loans and Term B Swingline Loans and to Cash Collateralize the full extent thereof Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until the Availability equals $400,000,000, then, on a pro rata basis in direct order of maturity (and pro rata among to prepay the Term A Lenders Loan and prepay the Existing Term B Lenders, respectively, Loan (to an amount not less than the Existing Term Loan Floor) or (II) if Availability as applicable) where the applicable clause of this Section 2.04(c) does not limit the prepayment to the Term A Loans, and, where the applicable clause of this Section 2.04(c) does limit the prepayment to the Term A Loans, to the prepayment of the Term A Loans to the full extent thereof date of such prepayment is less than $250,000,000, first, on a pro rata basis to prepay the Term Loan, prepay the Revolving Loans and Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in direct order of maturity the Revolving Commitments) and prepay the Existing Term Loan (to an amount not less than the Existing Term Loan Floor) until the Availability is equal to or greater than $250,000,000, second, to prepay outstanding the Revolving Loans and permanently ------ reduce Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments Commitments) until the Availability equals $400,000,000, and third, on a pro rata basis to prepay the Term Loan and the Existing Term Loan (it being understood that to an amount not less than the Revolving Commitments shall be reduced by Existing Term Loan Floor).
C. Amounts paid under the full amount preceding subsection (b)(ii) if the Net Asset Sale Proceeds result from the sale of any such required prepayment whether an Unencumbered Property (or not any Revolving Loans are then outstanding);
(2) notwithstanding the foregoing clause 1, no prepayment under Section 2.04(c)(i) Equity Interests of a direct or Section 2.04(c)(iiiindirect owner of an Unencumbered Property) shall be applied first, on a pro rata basis to prepay the Term Loan and prepay the Existing Term Loan until each is paid in full (or, in the case of the Existing Term Loan, paid to the Existing Term Loan Floor) and then to prepay the Revolving Loans and the Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments).
D. The pro rata amount allocable to any of the Obligations and the Existing Term Loan in accordance with clauses (B) and (C) above shall be calculated by dividing (1)(I) with respect to the Term B Loans to Loan, the extent that such application would result in the prepayment of more than 25% of the original outstanding principal amount of the Term B Loan on such date, (II) with respect to the Revolving Loans, Swingline Loans on or before and Letters of Credit, the fifth anniversary amount of the Closing DateRevolving Loans, taking into account any prior prepayments Swingline Loans and Letter of Credit Liabilities on such date or (III) in the scheduled repayments case of the Existing Term B Loan, the outstanding principal amount of the Existing Term Loan on such date, by (2) the aggregate amount of the (x) Term Loan, (y) the Revolving Loans, Swingline Loans and Letter of Credit Liabilities and/or (z) the Existing Term Loan, in Section 2.03(b); and
(3) notwithstanding the foregoing clauses 1 and 2each case, so long as (and to the extent that) any Term A Loans are outstanding, the Borrower may offer the Term B Lenders the option to, and any Term B Lender may elect to, waive its ratable share of any prepayment under this Section 2.04(c). In the event that any Term B Lender elects by 2:00 p.m. (Toronto time) on the day prior entitled to the date of prepayment to waive participate in such right with respect to any such prepayment under this Section 2.04(c), 50% of that Term B Lender's ratable share of such prepayment shall be applied to the prepayment of Term A Loans ratably to the Term A Lenders in direct order of maturity, and the remaining 50% of such amount shall be retained by the Borrower. If no Term A Loans are outstanding, such option to offer and election to waive prepayments shall not be availablepayments.
(B) Considering Term A Loans, Term B Loans and Revolving Loans being paid separately, any prepayment thereof shall be applied (1), as between Base Rate Loans and Eurodollar Rate Loans, first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c) and (2) as between Prime Rate Loans and BA Loans, first to Prime Rate Loans to the full extent thereof before application to BA Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c). If a Contract Period in respect of a BA Loan to which a prepayment is to be applied has not expired, the Borrower shall pay to the Administrative Agent for the accounts of the Appropriate Lenders, in same day funds, for deposit to a Cash Collateral Account (over which the Administrative Agent shall have sole and exclusive control, including right of withdrawal) an amount equal to the required prepayment to secure the Borrower's obligations in respect of such BA Loan until the expiry of the Contract Period therefor upon which such cash collateral shall be applied to the repayment of such BA Loan.
Appears in 1 contract
Application of Mandatory Prepayments.
A. Amounts paid under the preceding subsection (Ab)(i) Except as otherwise specifically set forth in clauses , and above, all prepayments any amounts required to be paid under this Section 2.04(cthe preceding subsections (b)(ii) and (b)(iii) which are to be allocated to the Revolving Loans and Letter of Credit Liabilities pursuant to the following clause (B) shall be applied as follows:to pay all amounts of principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and if any Letters of Credit are outstanding at such time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations.
B. Amounts paid under the preceding subsections (1b)(ii) subject to clause 3, each prepayment under this Section 2.04(cand (iii) shall be applied first to the prepayment of the Term A Loans and Term B Loans to the full extent thereof on a pro rata basis to (i) prepay the Term Loans, the Revolving Loans and, Swingline Loans and Reimbursement Obligations and Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in direct order of maturity the Revolving Commitments) and (and ii) prepay the Senior Notes. Such pro rata among amount allocable to the Term A Lenders Obligations shall be calculated by dividing (1) the sum of the outstanding principal amount of the Loans on such date plus the Letter of Credit Liabilities on such date, by (2) the sum of clause (1) and Term B Lendersthe outstanding principal amount of the Senior Notes on such date. Amounts payable to the Obligations pursuant to this clause (B) shall be applied, respectivelyfirst, as applicablefollows: (i) where the applicable clause 25% of this Section 2.04(c) does not limit the prepayment all amounts so paid to the Term A Loans, Obligations shall be applied to prepay the Revolving Loans and, where the applicable clause of this Section 2.04(c) does limit the prepayment to the Term A LoansSwingline Loans and Reimbursement Obligations and, to the prepayment extent the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the Term A Loans other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until paid in full, then, on a pro rata basisshall be payable to (or retained by) the Borrower and (ii) 75% of all amounts so paid to the full extent thereof Obligations shall be applied to prepay the outstanding Term Loans. on a pro rata basis until paid in direct order of maturity full and second, to prepay outstanding Revolving Loans and permanently ------ reduce the Revolving Commitments (it being understood that the Revolving Commitments shall be reduced by the full amount of any then such required prepayment whether or not any Revolving Loans are then outstanding);
(2) notwithstanding the foregoing clause 1, no prepayment under Section 2.04(c)(i) or Section 2.04(c)(iii) amounts shall be applied to the Term B prepay any outstanding Revolving Loans, Swingline Loans and Reimbursement Obligations and, to the extent that such application would result the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the prepayment of more than 25% of Revolving Commitments) until paid in full.
C. Notwithstanding the original principal amount of the Term B Loans on or before the fifth anniversary of the Closing Dateforegoing, taking into account any prior prepayments and the scheduled repayments of the Term B Loans in Section 2.03(b); and
(3) notwithstanding the foregoing clauses 1 and 2, so long as (and amounts allocable to the extent that) any Term A Loans Senior Notes which are outstanding, the Borrower may offer the Term B Lenders the option to, and any Term B Lender may elect to, waive its ratable share of any prepayment under this Section 2.04(c). In the event that any Term B Lender elects by 2:00 p.m. (Toronto time) on the day prior not required to the date of prepayment to waive such right with respect to any such prepayment under this Section 2.04(c), 50% of that Term B Lender's ratable share of such prepayment shall be applied to the prepayment of Term A Loans ratably Senior Notes pursuant to the Term A Lenders in direct order terms of maturity, and the remaining 50% of such amount shall Senior Notes Agreement may instead (i) be retained by the Borrower. If no Term A Loans are outstanding, such option to offer and election to waive prepayments shall not be available.
(B) Considering Term A Loans, Term B Loans and Revolving Loans being paid separately, any prepayment thereof shall be applied (1), as between Base Rate Loans and Eurodollar Rate Loans, first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in deposited into a manner that minimizes the amount of any payments required to be made deposit account controlled by the Borrower pursuant to Section 9.04(c) and (2) as between Prime Rate Loans and BA Loans, first to Prime Rate Loans to or the full extent thereof before application to BA Loans, in each case in a manner that minimizes holders of the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c). If a Contract Period in respect of a BA Loan to which a prepayment is Senior Notes to be applied has not expiredto the Senior Notes or (ii) held as Unrestricted Cash.
D. If the Borrower is required to pay any outstanding LIBOR Loans by reason of this Section 2.8. prior to the end of the applicable Interest Period therefor, the Borrower shall pay to the Administrative Agent for the accounts of the Appropriate Lenders, in same day funds, for deposit to a Cash Collateral Account (over which the Administrative Agent shall have sole and exclusive control, including right of withdrawal) an amount equal to the required prepayment to secure the Borrower's obligations in respect of such BA Loan until the expiry of the Contract Period therefor upon which such cash collateral shall be applied to the repayment of such BA Loan.all amounts due under Section 5.4.
Appears in 1 contract
Application of Mandatory Prepayments. A. Amounts paid under the preceding subsections (Ab)(i) Except as otherwise specifically set forth and (b)(iv) and any amounts required to be paid under the preceding subsections (b)(ii) and (b)(iii) which are to be allocated to the Revolving Loans and Letter of Credit Liabilities pursuant to the following clause (B) and (C) shall be applied to pay all amounts of principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in clauses accordance with Section 3.2. and if any Letters of Credit are outstanding at such time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations.
B. Amounts paid under the preceding subsections (b)(ii) and above, all prepayments (iii) (other than under this Section 2.04(c(b)(ii) if the Net Asset Sale Proceeds result from the sale of an Unencumbered Property (or the Equity Interests of a direct or indirect owner of an Unencumbered Property)) shall be applied as follows:
: (1I) subject to clause 3, each prepayment under this Section 2.04(c) shall be applied first to the prepayment if Availability as of the Term A date of such prepayment is greater than or equal to $250,000,000, first, to prepay the Revolving Loans and Term B Swingline Loans and to Cash Collateralize the full extent thereof Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until the Availability equals $400,000,000, then, on a pro rata basis in direct order of maturity (and pro rata among to prepay the Term A Lenders Loan and prepay the Existing Term B Lenders, respectively, Loan (to an amount not less than the Existing Term Loan Floor) or (II) if Availability as applicable) where the applicable clause of this Section 2.04(c) does not limit the prepayment to the Term A Loans, and, where the applicable clause of this Section 2.04(c) does limit the prepayment to the Term A Loans, to the prepayment of the Term A Loans to the full extent thereof date of such prepayment is less than $250,000,000, first, on a pro rata basis to prepay the Term Loan, prepay the Revolving Loans and Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in direct order of maturity the Revolving Commitments) and prepay the Existing Term Loan (to an amount not less than the Existing Term Loan Floor) until the Availability is equal to or greater than $250,000,000, second, to prepay outstanding the Revolving Loans and permanently ------ reduce Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments Commitments) until the Availability equals $400,000,000, and third, on a pro rata basis to prepay the Term Loan and the Existing Term Loan (it being understood that to an amount not less than the Revolving Commitments shall be reduced by Existing Term Loan Floor).
C. Amounts paid under the full amount preceding subsection (b)(ii) if the Net Asset Sale Proceeds result from the sale of any such required prepayment whether an Unencumbered Property (or not any Revolving Loans are then outstanding);
(2) notwithstanding the foregoing clause 1, no prepayment under Section 2.04(c)(i) Equity Interests of a direct or Section 2.04(c)(iiiindirect owner of an Unencumbered Property) shall be applied to the Term B Loans to the extent that such application would result in the prepayment of more than 25% of the original principal amount of the Term B Loans on or before the fifth anniversary of the Closing Date, taking into account any prior prepayments and the scheduled repayments of the Term B Loans in Section 2.03(b); and
(3x) notwithstanding the foregoing clauses 1 and 2, so long as (and to the extent that) any Term A Loans are outstanding, the Borrower may offer the Term B Lenders the option to, and any Term B Lender may elect to, waive its ratable share of any prepayment under this Section 2.04(c). In the event that any Term B Lender elects by 2:00 p.m. (Toronto time) on the day prior to the date of prepayment to waive such right with respect to any such prepayment under this Section 2.04(c)Net Asset Sale Proceeds which are not UP Retained Proceeds, 50% first, on a pro rata basis to prepay the Term Loan and prepay the Existing Term Loan until each is paid in full (or, in the case of that the Existing Term B Lender's ratable share of such prepayment shall be applied Loan, paid to the prepayment of Existing Term A Loan Floor) and then to prepay the Revolving Loans ratably to the Term A Lenders in direct order of maturity, and the remaining 50% of such amount shall be retained by the Borrower. If no Term A Loans are outstanding, such option to offer and election to waive prepayments shall not be available.
(B) Considering Term A Loans, Term B Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Loans being paid separately, any prepayment thereof shall be applied (1), as between Base Rate Loans and Eurodollar Rate Loans, first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(cCommitments) and (2) as between Prime Rate Loans and BA Loans, first to Prime Rate Loans to the full extent thereof before application to BA Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c). If a Contract Period in respect of a BA Loan to which a prepayment is to be applied has not expired, the Borrower shall pay to the Administrative Agent for the accounts of the Appropriate Lenders, in same day funds, for deposit to a Cash Collateral Account (over which the Administrative Agent shall have sole and exclusive control, including right of withdrawal) an amount equal to the required prepayment to secure the Borrower's obligations in respect of such BA Loan until the expiry of the Contract Period therefor upon which such cash collateral shall be applied to the repayment of such BA Loan.and
Appears in 1 contract
Application of Mandatory Prepayments. A. Amounts paid under the preceding subsection (Ab)(i) Except as otherwise specifically set forth and any amounts required to be paid under the preceding subsections (b)(ii) and (b)(iii) which are to be allocated to the Revolving Loans and Letter of Credit Liabilities pursuant to the following clause (B) shall be applied to pay all amounts of principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in clauses accordance with Section 3.2. and if any Letters of Credit are outstanding at such time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations.
B. Amounts paid under the preceding subsections (b)(ii) and above(iii) shall be applied on a pro rata basis to (i) prepay the Term Loans, all prepayments under the Revolving Loans, Swingline Loans and Reimbursement Obligations and Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) and (ii) prepay the Senior Notes. Such pro rata amount allocable to the Obligations shall be calculated by dividing (1) the sum of the outstanding principal amount of the Loans on such date plus the Letter of Credit Liabilities on such date, by (2) the sum of clause (1) and the outstanding principal amount of the Senior Notes on such date. Amounts payable to the Obligations pursuant to this Section 2.04(cclause (B) shall be applied as follows:
: (1i) subject 25% of all amounts so paid to clause 3, each prepayment under this Section 2.04(c) the Obligations shall be applied first to prepay the Revolving Loans, Swingline Loans and Reimbursement Obligations and, to the prepayment extent the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the Term A Loans other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until paid in full, then, shall be payable to (or retained by) the Borrower and Term B Loans (ii) 75% of all amounts so paid to the full extent thereof Obligations shall be applied to prepay the outstanding Term Loans on a pro rata basis until paid in direct order of maturity (full and pro rata among the Term A Lenders and Term B Lenders, respectively, as applicable) where the applicable clause of this Section 2.04(c) does not limit the prepayment to the Term A Loans, and, where the applicable clause of this Section 2.04(c) does limit the prepayment to the Term A Loans, to the prepayment of the Term A Loans to the full extent thereof on a pro rata basis in direct order of maturity and second, to prepay outstanding Revolving Loans and permanently ------ reduce the Revolving Commitments (it being understood that the Revolving Commitments shall be reduced by the full amount of any then such required prepayment whether or not any Revolving Loans are then outstanding);
(2) notwithstanding the foregoing clause 1, no prepayment under Section 2.04(c)(i) or Section 2.04(c)(iii) amounts shall be applied to the Term B prepay any outstanding Revolving Loans, Swingline Loans and Reimbursement Obligations and, to the extent that such application would result the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the prepayment of more than 25% of Revolving Commitments) until paid in full.
C. Notwithstanding the original principal amount of the Term B Loans on or before the fifth anniversary of the Closing Dateforegoing, taking into account any prior prepayments and the scheduled repayments of the Term B Loans in Section 2.03(b); and
(3) notwithstanding the foregoing clauses 1 and 2, so long as (and amounts allocable to the extent that) any Term A Loans Senior Notes which are outstanding, the Borrower may offer the Term B Lenders the option to, and any Term B Lender may elect to, waive its ratable share of any prepayment under this Section 2.04(c). In the event that any Term B Lender elects by 2:00 p.m. (Toronto time) on the day prior not required to the date of prepayment to waive such right with respect to any such prepayment under this Section 2.04(c), 50% of that Term B Lender's ratable share of such prepayment shall be applied to the prepayment of Term A Loans ratably Senior Notes pursuant to the Term A Lenders in direct order terms of maturity, and the remaining 50% of such amount shall Senior Notes Agreement may instead (i) be retained by the Borrower. If no Term A Loans are outstanding, such option to offer and election to waive prepayments shall not be available.
(B) Considering Term A Loans, Term B Loans and Revolving Loans being paid separately, any prepayment thereof shall be applied (1), as between Base Rate Loans and Eurodollar Rate Loans, first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in deposited into a manner that minimizes the amount of any payments required to be made deposit account controlled by the Borrower pursuant to Section 9.04(c) and (2) as between Prime Rate Loans and BA Loans, first to Prime Rate Loans to or the full extent thereof before application to BA Loans, in each case in a manner that minimizes holders of the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c). If a Contract Period in respect of a BA Loan to which a prepayment is Senior Notes to be applied has not expiredto the Senior Notes or (ii) held as Unrestricted Cash.
D. If the Borrower is required to pay any outstanding LIBOR Loans by reason of this Section 2.8. prior to the end of the applicable Interest Period therefor, the Borrower shall pay to the Administrative Agent for the accounts of the Appropriate Lenders, in same day funds, for deposit to a Cash Collateral Account (over which the Administrative Agent shall have sole and exclusive control, including right of withdrawal) an amount equal to the required prepayment to secure the Borrower's obligations in respect of such BA Loan until the expiry of the Contract Period therefor upon which such cash collateral shall be applied to the repayment of such BA Loan.all amounts due under Section 5.4.
Appears in 1 contract
Application of Mandatory Prepayments. (Aa) Except as otherwise specifically set forth in clauses All mandatory prepayments from Net Asset Sale Proceeds that result from a sale or, and abovedisposition of, all prepayments under this Section 2.04(c) or payment with respect to, any of the Specified Term Loan B Assets shall be applied as follows:
(1) subject to clause 3, each prepayment under this Section 2.04(c) shall be applied first to the prepayment of the Term A Loans and Term B Loans to the full extent thereof on a pro rata basis in direct order of maturity (and pro rata among the Term A Lenders and Term B Lenders, respectively, as applicable) where the applicable clause of this Section 2.04(c) does not limit the prepayment to the Term A Loans, and, where the applicable clause of this Section 2.04(c) does limit the prepayment to the Term A Loansfirst, to repay the prepayment of the Term A Loans to the full extent thereof on a pro rata basis in direct order of maturity and second, to prepay outstanding Revolving Loans and permanently ------ reduce the Revolving Commitments (it being understood that the Revolving Commitments shall be reduced by the full amount of any such required prepayment whether or not any Revolving Loans are then outstanding);
(2) notwithstanding the foregoing clause 1, no prepayment under Section 2.04(c)(i) or Section 2.04(c)(iii) shall be applied to the Term B Loans to the extent that such application would result in the prepayment of more than 25% of the original principal amount of the Term Loan B Loans on or before the fifth anniversary of the Closing Date, taking into account any prior prepayments (and the such repayment shall reduce future scheduled repayments of the Term Loan B Loans in Section 2.03(bpursuant to subsection 3.2.1(b) on a pro rata basis); and
(3) notwithstanding , PROVIDED, that, at the foregoing clauses 1 and 2time of such prepayment, so long as (and to each of the extent that) any Term A Loans are outstanding, the Borrower may offer the Term B Lenders the option toBlocking Provisions is then satisfied, and any mandatory prepayment of the Term Loan B Lender may elect todescribed in this paragraph (a) that cannot be made due to the failure to meet any of the Blocking Provisions shall not result in an Event of Default, waive its ratable share second, to reduce the outstanding principal balance of the Swing Line Loans, third, to reduce the outstanding principal balance of the Revolving Credit Loans, but without a permanent reduction of the Revolving Credit Commitments, and fourth, to cash collateralize any prepayment under this Section 2.04(c). In then issued and outstanding Letters of Credit, Acceptance and LC Guaranties.
(b) All mandatory prepayments from Net Debt Proceeds and Net Asset Sale Proceeds that result from a sale or disposition of assets, other than Accounts, Inventory, the event that any Specified Term Loan B Lender elects by 2:00 p.m. Assets or, until such time as the Trademark Advance Limit has been reduced to zero, the Eligible Trademarks, shall be applied first, to repay the outstanding principal amount of the Term Loan B (Toronto timeand such repayment shall reduce future scheduled repayments of the Term Loan B pursuant to subsection 3.2.1(b) on a pro rata basis), PROVIDED, that, at the day prior time of such prepayment, each of the Blocking Provisions is then satisfied, and any mandatory prepayment of the Term Loan B described in this paragraph (b) that cannot be made due to the date failure to meet any of the Blocking Provisions shall not result in an Event of Default, second, to reduce the outstanding principal balance of the Swing Line Loans, third, to reduce the outstanding principal balance of the Revolving Credit Loans, but without a permanent reduction of the Revolving Credit Commitments, and fourth, to cash collateralize any then issued and outstanding Letters of Credit, Acceptance and LC Guaranties.
(c) All mandatory prepayments from Net Equity Proceeds shall be applied first, to repay the outstanding principal amount of the Term Loan B (and such repayment shall reduce future scheduled repayments of the Term Loan B pursuant to subsection 3.2.1(b) on a pro rata basis), PROVIDED, that, at the time of such prepayment, each of the Blocking Provisions is then satisfied, and any mandatory prepayment of the Term Loan B described in this paragraph (c) that cannot be made due to waive such right the failure to meet any of the Blocking Provisions shall not result in an Event of Default, second, to reduce the outstanding principal balance of the Swing Line Loans, third, to reduce the outstanding principal balance of the Revolving Credit Loans, but without a permanent reduction of the Revolving Credit Commitments, and fourth, to cash collateralize any then issued and outstanding Letters of Credit, Acceptance and LC Guaranties.
(d) All mandatory prepayments from 25% of Consolidated Excess Cash Flow payable with respect to any such prepayment under this Section 2.04(c), 50% of that the Term Loan B Lender's ratable share of such prepayment shall be applied to repay the outstanding principal amount of the Term Loan B (and such repayment shall reduce future scheduled repayments of the Term Loan B pursuant to subsection 3.2.1(b) on a pro rata basis); PROVIDED, that at the time of such prepayment, each of the Blocking Provisions is then satisfied; provided, that, solely for purposes of this paragraph (d), the minimum Availability amount in clause (x) of the definition of Blocking Provisions shall be $35,000,000, and any mandatory prepayment of the Term A Loans ratably Loan B described in this paragraph (d) that cannot be made due to the Term A Lenders in direct order failure to meet any of maturity, and the remaining 50% of such amount shall be retained by the Borrower. If no Term A Loans are outstanding, such option to offer and election to waive prepayments Blocking Provisions shall not be availableresult in an Event of Default.
(Be) Considering Term A LoansAll mandatory prepayments from Net Condemnation Proceeds, Term B Loans and Revolving Loans being paid separatelyNet Asset Sale Proceeds that result from a sale or disposition of Accounts, any prepayment thereof Inventory or, until such time as the Trademark Advance Limit has been reduced to zero, the Eligible Trademarks, or pursuant to subsection 3.3.4 shall be applied (1)first, as between Base Rate Loans and Eurodollar Rate to reduce the outstanding principal balance of the Swing Line Loans, first second, to Base Rate Loans to reduce the full extent thereof before application to Eurodollar Rate outstanding principal balance of the Revolving Credit Loans, in each case in but without a manner that minimizes permanent reduction of the Revolving Credit Commitments, third, to cash collateralize any then issued and outstanding Letters of Credit, Acceptance and LC Guaranties, fourth, to repay the outstanding principal amount of any payments required to be made by the Borrower Term Loan B (and such repayment shall reduce future scheduled repayments of the Term Loan B pursuant to Section 9.04(c) and (2) as between Prime Rate Loans and BA Loans, first to Prime Rate Loans to the full extent thereof before application to BA Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c). If a Contract Period in respect of a BA Loan to which a prepayment is to be applied has not expired, the Borrower shall pay to the Administrative Agent for the accounts of the Appropriate Lenders, in same day funds, for deposit to a Cash Collateral Account (over which the Administrative Agent shall have sole and exclusive control, including right of withdrawal) an amount equal to the required prepayment to secure the Borrower's obligations in respect of such BA Loan until the expiry of the Contract Period therefor upon which such cash collateral shall be applied to the repayment of such BA Loan.subsection 3.2.1
Appears in 1 contract
Application of Mandatory Prepayments.
A. Amounts paid under the preceding subsection (Ab)(i) Except as otherwise specifically set forth in clauses , and above, all prepayments any amounts required to be paid under this Section 2.04(cthe preceding subsections (b)(ii) and (b)(iii) which are to be allocated to the Revolving Loans and Letter of Credit Liabilities pursuant to the following clause (B) shall be applied as follows:to pay all amounts of principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and if any Letters of Credit are outstanding at such time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations.
B. Amounts paid under the preceding subsections (1b)(ii) subject to clause 3, each prepayment under this Section 2.04(cand (iii) shall be applied first to the prepayment of the Term A Loans and Term B Loans to the full extent thereof on a pro rata basis to (i) prepay the Term Loans, the Revolving Loans and Swingline Loans and Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in direct order of maturity the Revolving Commitments) and (and ii) prepay the Senior Notes. Such pro rata among the Term A Lenders and Term B Lenders, respectively, as applicable) where the applicable clause of this Section 2.04(c) does not limit the prepayment amount allocable to the Term A LoansObligations shall be calculated by dividing (1) the sum of the outstanding principal amount of the Loans on such date plus the Letter of Credit Liabilities on such date, and, where by (2) the applicable sum of clause (1) and the outstanding principal amount of this Section 2.04(c) does limit the prepayment Senior Notes on such date. Amounts payable to the Term A LoansObligations pursuant to this clause (B) shall be applied, first, to prepay the prepayment Revolving Loans and Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Term A Loans to the full extent thereof Revolving Commitments) until paid in full, then, on a pro rata basis in direct order of maturity and second, to prepay the outstanding Revolving Loans and permanently ------ reduce Term Loans.
C. Notwithstanding the Revolving Commitments (it being understood that foregoing, any amounts allocable to the Revolving Commitments shall be reduced by the full amount of any such Senior Notes which are not required prepayment whether or not any Revolving Loans are then outstanding);
(2) notwithstanding the foregoing clause 1, no prepayment under Section 2.04(c)(i) or Section 2.04(c)(iii) shall to be applied to the Term B Loans Senior Notes pursuant to the extent that such application would result in the prepayment of more than 25% terms of the original principal amount Senior Notes Agreement may instead (i) be deposited into a deposit account controlled by the Borrower or the holders of the Term B Loans on or before the fifth anniversary of the Closing Date, taking into account any prior prepayments and the scheduled repayments of the Term B Loans in Section 2.03(b); and
(3) notwithstanding the foregoing clauses 1 and 2, so long as (and Senior Notes to the extent that) any Term A Loans are outstanding, the Borrower may offer the Term B Lenders the option to, and any Term B Lender may elect to, waive its ratable share of any prepayment under this Section 2.04(c). In the event that any Term B Lender elects by 2:00 p.m. (Toronto time) on the day prior to the date of prepayment to waive such right with respect to any such prepayment under this Section 2.04(c), 50% of that Term B Lender's ratable share of such prepayment shall be applied to the prepayment Senior Notes or (ii) held as Unrestricted Cash.
D. If the Borrower is required to pay any outstanding LIBOR Loans by reason of Term A Loans ratably this Section 2.8. prior to the Term A Lenders in direct order end of maturity, and the remaining 50% of such amount shall be retained by the Borrower. If no Term A Loans are outstanding, such option to offer and election to waive prepayments shall not be available.
(B) Considering Term A Loans, Term B Loans and Revolving Loans being paid separately, any prepayment thereof shall be applied (1), as between Base Rate Loans and Eurodollar Rate Loans, first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c) and (2) as between Prime Rate Loans and BA Loans, first to Prime Rate Loans to the full extent thereof before application to BA Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c). If a Contract applicable Interest Period in respect of a BA Loan to which a prepayment is to be applied has not expiredtherefor, the Borrower shall pay to the Administrative Agent for the accounts of the Appropriate Lenders, in same day funds, for deposit to a Cash Collateral Account (over which the Administrative Agent shall have sole and exclusive control, including right of withdrawal) an amount equal to the required prepayment to secure the Borrower's obligations in respect of such BA Loan until the expiry of the Contract Period therefor upon which such cash collateral shall be applied to the repayment of such BA Loan.all amounts due under Section 5.4.
Appears in 1 contract
Application of Mandatory Prepayments. (i) Each prepayment pursuant to subclause (c)(ii) above (except with respect to insurance proceeds and condemnation awards related to a casualty or loss of Collateral) shall, (A) Except so long as otherwise specifically no Event of Default shall have occurred and be continuing, be applied, first, to the outstanding principal amount of Revolver D Advances until paid in full, second, to the outstanding principal amount of Revolver C Advances until paid in full, third, to the outstanding principal amount of Revolver B Advances until paid in full, and fourth, to the outstanding principal amount of Revolver A Advances and to cash collateral in an amount equal to 105% of the then extant Letter of Credit Usage until paid in full, and (B) if an Event of Default shall have occurred and be continuing, be applied in the manner set forth in clauses set forth in Section 2.4(b)(i). Each such prepayment of Revolver B Advances, Revolver C Advances, and aboveRevolver D Advances shall be applied against the scheduled reductions of the Revolver B Commitment, all prepayments under this Section 2.04(cthe Revolver C Commitment, and the Revolver D Commitment, respectively, in the inverse order of maturity and shall result in permanent reductions of such Commitments in the amount of the applicable reduction.
(ii) Each prepayment pursuant to subclause (c)(i) above and (c)(ii) with respect to insurance proceeds and condemnation awards related to a casualty or loss of Collateral, shall, (A) so long as no Event of Default shall have occurred and be continuing, be applied as follows:
(1) subject if the proceeds are from any sale or disposition of any Accounts or Inventory of Borrower or the Restricted Subsidiaries, such proceeds shall be applied, first, to clause 3the outstanding principal amount of Revolver A Advances and cash collateral in an amount equal to 105% of the then extant Letter of Credit Usage until paid in full, each second, to the outstanding principal amount of Revolver D Advances until paid in full, third, to the outstanding principal amount of Revolver C Advances until paid in full, and fourth, to the outstanding principal amount of Revolver B Advances until paid in full. Each such prepayment under this Section 2.04(c) of Revolver B Advances, Revolver C Advances, and Revolver D Advances shall be applied first to against the prepayment scheduled reductions of the Term A Loans Revolver B Commitment, the Revolver C Commitment, and Term B Loans to the full extent thereof on a pro rata basis in direct order of maturity (and pro rata among the Term A Lenders and Term B LendersRevolver D Commitment, respectively, as applicable) where in the applicable clause of this Section 2.04(c) does not limit the prepayment to the Term A Loans, and, where the applicable clause of this Section 2.04(c) does limit the prepayment to the Term A Loans, to the prepayment of the Term A Loans to the full extent thereof on a pro rata basis in direct inverse order of maturity and second, to prepay outstanding Revolving Loans and permanently ------ reduce shall result in permanent reductions of such Commitments in the Revolving Commitments (it being understood that the Revolving Commitments shall be reduced by the full amount of any such required prepayment whether or not any Revolving Loans are then outstanding)the applicable reduction;
(2) notwithstanding if the foregoing clause 1proceeds are from the sale or disposition of any assets consisting of the Real Property Collateral or any insurance policy or condemnation award relating to the Real Property Collateral, no such proceeds shall be applied, first, to the outstanding principal amount of Revolver C Advances until paid in full, second, to the outstanding principal amount of Revolver D Advances until paid in full, third, to the outstanding principal amount of Revolver B Advances until paid in full, and fourth, to the outstanding principal amount of Revolver A Advances and to cash collateral in an amount equal to 105% of the then extant Letter of Credit Usage until paid in full. Each such prepayment under Section 2.04(c)(i) or Section 2.04(c)(iii) of Revolver B Advances, Revolver C Advances, and Revolver D Advances shall be applied to against the Term scheduled reductions of the Revolver B Loans to Commitment, the extent that such application would Revolver C Commitment, and the Revolver D Commitment, respectively, in the inverse order of maturity and shall result in permanent reductions of such Commitments in the prepayment of more than 25% of the original principal amount of the Term B Loans on or before the fifth anniversary of the Closing Date, taking into account any prior prepayments and the scheduled repayments of the Term B Loans in Section 2.03(b); andapplicable reduction;
(3) notwithstanding if the foregoing clauses 1 and 2, so long as (and to proceeds are from the extent that) any Term A Loans are outstanding, the Borrower may offer the Term B Lenders the option to, and any Term B Lender may elect to, waive its ratable share sale or disposition of any prepayment under this Section 2.04(c). In the event that any Term B Lender elects by 2:00 p.m. (Toronto time) on the day prior to the date assets consisting of prepayment to waive such right with respect to any such prepayment under this Section 2.04(c), 50% of that Term B Lender's ratable share of such prepayment shall be applied to the prepayment of Term A Loans ratably to the Term A Lenders in direct order of maturity, and the remaining 50% of such amount shall be retained by the Borrower. If no Term A Loans are outstanding, such option to offer and election to waive prepayments shall not be available.
(B) Considering Term A Loans, Term B Loans and Revolving Loans being paid separately, any prepayment thereof shall be applied (1), as between Base Rate Loans and Eurodollar Rate Loans, first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c) and (2) as between Prime Rate Loans and BA Loans, first to Prime Rate Loans to the full extent thereof before application to BA Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c). If a Contract Period in respect of a BA Loan to which a prepayment is to be applied has not expired, the Borrower shall pay to the Administrative Agent for the accounts of the Appropriate Lenders, in same day funds, for deposit to a Cash Collateral Account (over which the Administrative Agent shall have sole and exclusive control, including right of withdrawal) an amount equal to the required prepayment to secure the Borrower's obligations in respect of such BA Loan until the expiry of the Contract Period therefor upon which such cash collateral shall be applied to the repayment of such BA Loan.or any
Appears in 1 contract
Sources: Loan and Security Agreement (Hudson Respiratory Care Inc)
Application of Mandatory Prepayments. (A) Except as otherwise specifically set forth in clauses , and above, all prepayments under All amounts required to be paid pursuant to this Section 2.04(c2.8(b) shall be applied as follows:
: (A) with respect to all amounts prepaid pursuant to Section 2.8(b)(i)(A), to the Dollar Revolving-1 Loans and then (after all Dollar Revolving-1 Loans have been repaid) to a cash collateral account in respect of Dollar LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 2.8(b)(i)(B), to the Multi-currency Revolving-1 Loans and then (after all Multi-currency Revolving-1 Loans have been repaid) to a cash collateral account in respect of Multi-currency LOC Obligations, and (C) with respect to all amounts prepaid pursuant to Sections 2.8(b)(ii) through (v), (1) subject first, pro rata to clause 3the Tranche A-1 Term Loan and the Tranche B-1 Term Loan (ratably to the remaining principal installments thereof); provided, each however, promptly upon notification thereof, one or more holders of the Tranche B-1 Term Loan may decline to accept a mandatory prepayment to the extent there are sufficient amounts under this Section 2.04(cthe Tranche A-1 Term Loan outstanding to be paid with such prepayment, in which case, such declined payments shall be allocated pro rata among the Tranche A-1 Term Loan and the Tranche B-1 Term Loan held by Lenders accepting such prepayments, and (2) second, pro rata to the Dollar Revolving-1 Loans and the Multi-currency Revolving-1 Loans with corresponding permanent pro rata reductions of the Dollar Revolving-1 Committed Amount and the Multi-currency Revolving-1 Committed Amount and (after all Revolving-1 Loans have been repaid) to a cash collateral account in respect of Dollar LOC Obligations and Multi-currency LOC Obligations, pro rata. Within the parameters of the applications set forth above, prepayments shall be applied first to the prepayment of the Term A Alternate Base Rate Loans and Term B then to LIBOR Rate Loans to the full extent thereof on a pro rata basis in direct order of maturity (and pro rata among the Term A Lenders and Term B Lenders, respectively, as applicable) where the applicable clause of Interest Period maturities. All prepayments under this Section 2.04(c) does not limit the prepayment to the Term A Loans, and, where the applicable clause of this Section 2.04(c) does limit the prepayment to the Term A Loans, to the prepayment of the Term A Loans to the full extent thereof on a pro rata basis in direct order of maturity and second, to prepay outstanding Revolving Loans and permanently ------ reduce the Revolving Commitments (it being understood that the Revolving Commitments shall be reduced by the full amount of any such required prepayment whether or not any Revolving Loans are then outstanding);
(2) notwithstanding the foregoing clause 1, no prepayment under Section 2.04(c)(i) or Section 2.04(c)(iii2.8(b) shall be applied subject to Section 2.18 and be accompanied by interest on the principal amount prepaid through the date of prepayment. Any prepayments of the Tranche B-1 Term B Loans Loan made during the period commencing on the Fourth Amendment Effective Date and ending on May 29, 2004 pursuant to the extent that such application would result in the prepayment Section 2.8(b)(ii) will require payment of more than 25a premium of 0.50% of the original principal amount of the Term B Loans being prepaid on or before the fifth anniversary of the Closing Date, taking into account any prior prepayments and the scheduled repayments of the Term B Loans in Section 2.03(b); and
(3) notwithstanding the foregoing clauses 1 and 2, so long as (and to the extent that) any Term A Loans are outstanding, the Borrower may offer the Term B Lenders the option to, and any Term B Lender may elect to, waive its ratable share of any prepayment under this Section 2.04(c). In the event that any Term B Lender elects by 2:00 p.m. (Toronto time) on the day prior to the date of prepayment to waive such right with respect to any such prepayment under this Section 2.04(c), 50% of that Term B Lender's ratable share of such prepayment shall be applied to the prepayment of Term A Loans ratably to the Term A Lenders in direct order of maturity, and the remaining 50% of such amount shall be retained by the Borrower. If no Term A Loans are outstanding, such option to offer and election to waive prepayments shall not be availabledate.
(B) Considering Term A Loans, Term B Loans and Revolving Loans being paid separately, any prepayment thereof shall be applied (1), as between Base Rate Loans and Eurodollar Rate Loans, first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c) and (2) as between Prime Rate Loans and BA Loans, first to Prime Rate Loans to the full extent thereof before application to BA Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c). If a Contract Period in respect of a BA Loan to which a prepayment is to be applied has not expired, the Borrower shall pay to the Administrative Agent for the accounts of the Appropriate Lenders, in same day funds, for deposit to a Cash Collateral Account (over which the Administrative Agent shall have sole and exclusive control, including right of withdrawal) an amount equal to the required prepayment to secure the Borrower's obligations in respect of such BA Loan until the expiry of the Contract Period therefor upon which such cash collateral shall be applied to the repayment of such BA Loan.
Appears in 1 contract
Sources: Credit Agreement (Dean Foods Co/)
Application of Mandatory Prepayments. Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, on a pro rata basis among the Initial Term B Loans and (unless otherwise agreed by the applicable Lenders in respect of any Incremental Term Loans) each of the Incremental Term Loans (with each such prepayment to be applied within each trancheClass, first, to the next eight scheduled principal repayment installments thereof in direct order of maturity and, thereafter, to the remaining scheduled principal payments on a pro rata basis) and, second, to the Revolving Credit Facility in the manner set forth in clause (vii) of this Section 2.05(b). Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans so refinanced. Notwithstanding the foregoing, (A) Except as otherwise specifically set forth in clauses to the extent any Incremental Term Loans, and aboveExtended Term Loans or Refinancing Term Loans are made, all the application of prepayments under of Term Loans pursuant to this Section 2.04(cclause (v) shall be applied as follows:
made on a pro rata basis among the Term Loans, Incremental Term Loans, Extended Term Loans and Refinancing Term Loans (1) subject except to clause 3the extent that any applicable Incremental Amendment, each prepayment under this Section 2.04(c) Extension Offer or Refinancing Amendment provides that the Class of Term Loans made thereunder shall be applied first entitled to less than pro rata treatment) and (B) with respect to any Net Cash Proceeds from any Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Debt that is secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the prepayment of the Term A Loans and Term B Loans to the full extent thereof required thereby, on a pro rata basis in direct order of maturity (and pro rata among accordance with the Term A Lenders and Term B Lenders, respectively, as applicable) where the applicable clause of this Section 2.04(c) does not limit the prepayment to the Term A Loans, and, where the applicable clause of this Section 2.04(c) does limit the prepayment to the Term A Loans, to the prepayment respective outstanding principal amounts of the Term A Loans to the full extent thereof on a pro rata basis in direct order of maturity and second, to prepay outstanding Revolving Loans and permanently ------ reduce the Revolving Commitments (it being understood that the Revolving Commitments shall be reduced by the full amount of any such required prepayment whether or not any Revolving Loans are then outstanding);
(2) notwithstanding the foregoing clause 1, no prepayment under Section 2.04(c)(i) or Section 2.04(c)(iii) shall be applied to the Term B Loans to the extent that such application would result in the prepayment of more than 25% Refinancing Debt as of the original principal amount time of the Term B Loans on applicable Disposition or before the fifth anniversary of the Closing Date, taking into account any prior prepayments Insurance and the scheduled repayments of the Term B Loans in Section 2.03(b); and
(3) notwithstanding the foregoing clauses 1 and 2, so long as (and to the extent that) any Term A Loans are outstanding, the Borrower may offer the Term B Lenders the option to, and any Term B Lender may elect to, waive its ratable share of any prepayment under this Section 2.04(c). In the event that any Term B Lender elects by 2:00 p.m. (Toronto time) on the day prior to the date of prepayment to waive such right with respect to any such prepayment under this Section 2.04(c), 50% of that Term B Lender's ratable share of such prepayment shall be applied to the prepayment of Term A Loans ratably to the Term A Lenders in direct order of maturity, and the remaining 50% of such amount shall be retained by the Borrower. If no Term A Loans are outstanding, such option to offer and election to waive prepayments shall not be availableCondemnation Event.
(B) Considering Term A Loans, Term B Loans and Revolving Loans being paid separately, any prepayment thereof shall be applied (1), as between Base Rate Loans and Eurodollar Rate Loans, first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c) and (2) as between Prime Rate Loans and BA Loans, first to Prime Rate Loans to the full extent thereof before application to BA Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c). If a Contract Period in respect of a BA Loan to which a prepayment is to be applied has not expired, the Borrower shall pay to the Administrative Agent for the accounts of the Appropriate Lenders, in same day funds, for deposit to a Cash Collateral Account (over which the Administrative Agent shall have sole and exclusive control, including right of withdrawal) an amount equal to the required prepayment to secure the Borrower's obligations in respect of such BA Loan until the expiry of the Contract Period therefor upon which such cash collateral shall be applied to the repayment of such BA Loan.
Appears in 1 contract
Sources: Credit Agreement (ASGN Inc)
Application of Mandatory Prepayments. (AAll amounts required to be paid pursuant to Sections 3.3(b)(ii) Except as otherwise specifically set forth in clauses , and above, all prepayments under this Section 2.04(c3.3(b)(v) shall be applied ratably to the Revolving Obligations, the Term Loans, the Tranche C Term Loans and the New Term Loans in accordance with the respective outstanding amounts thereof as follows:
: (1A) to the Revolving Obligations (first to Revolving Loans and second to Swingline Loans and (after all Revolving Loans and Swingline Loans have been repaid) then to a cash collateral account to secure LOC Obligations) (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied to the Revolving Obligations pursuant to this Section (b)(iii)) and (B) to the Term Loans, the Tranche C Term Loans and the New Term Loans, in the inverse order of maturity thereof, allocated ratably between the Term Loans, the Tranche C Term Loans and the New Term Loans in accordance with the respective outstanding amounts thereof. One or more holders of the Term Loans, the Tranche C Term Loans or the New Term Loans may decline to accept a mandatory prepayment under Section 3.3(b)(ii) to the extent there are sufficient Revolving Loans, Term Loans or Tranche C Term Loans, as applicable, outstanding to be paid with such prepayment. In the event one or more holders of the Term Loans declines such a prepayment, such declined prepayments shall be split evenly, with fifty percent (50%) of such declined prepayment allocated toward a prepayment of the Revolving Loans (with a corresponding reduction in the Revolving Committed Amount in an amount equal to the amount prepaid pursuant to such prepayment) and fifty percent (50%) of such declined prepayment being returned to the Borrower. In the event one or more holders of the Tranche C Term Loans declines such a prepayment, such declined prepayments shall be split as follows: twenty-five percent (25%) of such declined prepayment shall be allocated toward a prepayment of the Revolving Loans (with a corresponding reduction in the Revolving Committed Amount in an amount equal to the amount prepaid pursuant to such prepayment), twenty-five percent (25%) of such declined prepayment shall be allocated toward a prepayment of the Term Loans (subject to clause 3the right of the holders of the Term Loans to decline such prepayment as provided above), each and fifty percent (50%) of such declined prepayment under shall be returned to the Borrower. In the event one or more holders of the New Term Loans declines such a prepayment, such declined prepayments shall be split as follows: twenty-five percent (25%) of such declined prepayment shall be allocated toward a prepayment of the Term Loans (subject to the right of the holders of the Term Loans to decline such prepayment as provided above), twenty-five percent (25%) of such declined prepayment shall be allocated toward a prepayment of the Tranche C Term Loans (subject to the right of the holders of the Tranche C Term Loans to decline such prepayment as provided above), and fifty percent (50%) of such declined prepayment shall be returned to the Borrower. Notwithstanding the foregoing or anything to the contrary set forth in this Section 2.04(cCredit Agreement, in no event shall the Borrower receive greater than fifty percent (50%) of the aggregate declined portions of any prepayment (with any excess being allocated ratably toward a prepayment of the Term Loans, the Tranche C Term Loans and the New Term Loans). Within the parameters of the applications set forth above, prepayments shall be applied first to the prepayment of the Term A Base Rate Loans and Term B then to Eurodollar Loans to the full extent thereof on a pro rata basis in direct order of maturity (and pro rata among the Term A Lenders and Term B Lenders, respectively, as applicable) where the applicable clause of Interest Period maturities. All prepayments under this Section 2.04(c) does not limit the prepayment to the Term A Loans, and, where the applicable clause of this Section 2.04(c) does limit the prepayment to the Term A Loans, to the prepayment of the Term A Loans to the full extent thereof on a pro rata basis in direct order of maturity and second, to prepay outstanding Revolving Loans and permanently ------ reduce the Revolving Commitments (it being understood that the Revolving Commitments shall be reduced by the full amount of any such required prepayment whether or not any Revolving Loans are then outstanding);
(2) notwithstanding the foregoing clause 1, no prepayment under Section 2.04(c)(i) or Section 2.04(c)(iii3.3(b) shall be applied to the Term B Loans to the extent that such application would result in the prepayment of more than 25% of the original principal amount of the Term B Loans on or before the fifth anniversary of the Closing Date, taking into account any prior prepayments and the scheduled repayments of the Term B Loans in Section 2.03(b); and
(3) notwithstanding the foregoing clauses 1 and 2, so long as (and to the extent that) any Term A Loans are outstanding, the Borrower may offer the Term B Lenders the option to, and any Term B Lender may elect to, waive its ratable share of any prepayment under this Section 2.04(c). In the event that any Term B Lender elects by 2:00 p.m. (Toronto time) on the day prior to the date of prepayment to waive such right with respect to any such prepayment under this Section 2.04(c), 50% of that Term B Lender's ratable share of such prepayment shall be applied to the prepayment of Term A Loans ratably to the Term A Lenders in direct order of maturity, and the remaining 50% of such amount shall be retained by the Borrower. If no Term A Loans are outstanding, such option to offer and election to waive prepayments shall not be available.
(B) Considering Term A Loans, Term B Loans and Revolving Loans being paid separately, any prepayment thereof shall be applied (1), as between Base Rate Loans and Eurodollar Rate Loans, first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant subject to Section 9.04(c) and (2) as between Prime Rate Loans and BA Loans, first to Prime Rate Loans to the full extent thereof before application to BA Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c). If a Contract Period in respect of a BA Loan to which a prepayment is to be applied has not expired, the Borrower shall pay to the Administrative Agent for the accounts of the Appropriate Lenders, in same day funds, for deposit to a Cash Collateral Account (over which the Administrative Agent shall have sole and exclusive control, including right of withdrawal) an amount equal to the required prepayment to secure the Borrower's obligations in respect of such BA Loan until the expiry of the Contract Period therefor upon which such cash collateral shall be applied to the repayment of such BA Loan3.12.
Appears in 1 contract
Application of Mandatory Prepayments. A. Amounts paid under the preceding subsections (Ab)(i) Except as otherwise specifically set forth and (b)(iv) and any amounts required to be paid under the preceding subsections (b)(ii) and (b)(iii) which are to be allocated to the Revolving Loans and Letter of Credit Liabilities pursuant to the following clause (B) and (C) shall be applied to pay all amounts of principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in clauses accordance with Section 3.2. and if any Letters of Credit are outstanding at such time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations.
B. Amounts paid under the preceding subsections (b)(ii) and above, all prepayments (iii) (other than under this Section 2.04(c(b)(ii) if the Net Asset Sale Proceeds result from the sale of an Unencumbered Property (or the Equity Interests of a direct or indirect owner of an Unencumbered Property)) shall be applied as follows:: (I) if Availability as of the date of such prepayment is greater than or equal to $250,000,000, first, to prepay the Revolving Loans and Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until the Availability equals $400,000,000, then, on a pro rata basis to prepay the Term Loan and prepay the Existing Term Loan (to an amount not less than the Existing Term Loan Floor) or (II) if Availability as of the date of such prepayment is less than $250,000,000, first, on a pro rata basis to prepay the Term Loan, prepay the Revolving Loans and Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) and prepay the Existing Term Loan (to an amount not less than the Existing Term Loan Floor) until the Availability is equal to or greater than $250,000,000, second, to prepay the Revolving Loans and Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until the Availability equals $400,000,000, and third, on a pro rata basis to prepay the Term Loan and the Existing Term Loan (to an amount not less than the Existing Term Loan Floor).
C. Amounts paid under the preceding subsection (b)(ii) if the Net Asset Sale Proceeds result from the sale of an Unencumbered Property (or the Equity Interests of a direct or indirect owner of an Unencumbered Property) shall be applied (x) with respect to Net Asset Sale Proceeds which are not UP Retained Proceeds, first, on a pro rata basis to prepay the Term Loan and prepay the Existing Term Loan until each is paid in full (or, in the case of the Existing Term Loan, paid to the Existing Term Loan Floor) and then to prepay the Revolving Loans and the Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) and (y) with respect to Net Asset Sale Proceeds which are UP Retained Proceeds, (I) if Availability as of the date of such prepayment is greater than or equal to $225,000,000, (1) subject the first $100,000,000 of such UP Retained Proceeds shall be applied first, to clause prepay the Revolving Loans and Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until the Availability equals $400,000,000, then, shall be retained as unrestricted cash on the balance sheet of the Borrower, (2) the next $100,000,000 of such UP Retained Proceeds shall be applied equally (i.e. divided evenly among the following clauses (a) and (b)) to prepay (a) the Term Loan and the Existing Term Loan on a pro rata basis and (b) the Revolving Loans and Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until the Availability equals $400,000,000, then, shall be retained as unrestricted cash on the balance sheet of the Borrower and (3) the remaining UP Retained Proceeds shall be applied on a pro rata basis to prepay the Term Loan and prepay the Existing Term Loan until each is paid in full (or, each in the case of the Existing Term Loan, paid to the Existing Term Loan Floor) and then to prepay the Revolving Loans and the Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) or (II) if Availability as of the date of such prepayment under this Section 2.04(c) is less than $225,000,000, the UP Retained Proceeds shall be applied first to the prepayment Revolving Loans and Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until the Availability equals $225,000,000, then, the remainder of such UP Retained Proceeds shall be applied as set forth in clause (I)(1) – (3) above. Notwithstanding the foregoing, the parties hereto agree that if the Borrower or its Subsidiaries sell the Property known as Hilton Garden Inn New York - Times Square Central the proceeds of such sale shall not be required to be prepaid pursuant to the foregoing, if, within 10 Business Days following such sale, the proceeds of such sale are applied to the Revolving Loans and Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until the Availability equals $400,000,000, then, are retained as unrestricted cash on the balance sheet of the Term A Loans and Term B Loans to the full extent thereof on a Borrower.
D. The pro rata basis amount allocable to any of the Obligations and the Existing Term Loan in direct order of maturity accordance with clauses (B) and pro rata among the Term A Lenders and Term B Lenders, respectively, as applicable(C) where the applicable clause of this Section 2.04(cabove shall be calculated by dividing (1)(I) does not limit the prepayment with respect to the Term A LoansLoan, and, where the applicable clause of this Section 2.04(c) does limit the prepayment to the Term A Loans, to the prepayment of the Term A Loans to the full extent thereof on a pro rata basis in direct order of maturity and second, to prepay outstanding Revolving Loans and permanently ------ reduce the Revolving Commitments (it being understood that the Revolving Commitments shall be reduced by the full amount of any such required prepayment whether or not any Revolving Loans are then outstanding);
(2) notwithstanding the foregoing clause 1, no prepayment under Section 2.04(c)(i) or Section 2.04(c)(iii) shall be applied to the Term B Loans to the extent that such application would result in the prepayment of more than 25% of the original principal amount of the Term B Loan on such date, (II) with respect to the Revolving Loans, Swingline Loans on or before and Letters of Credit, the fifth anniversary amount of the Closing DateRevolving Loans, taking into account any prior prepayments Swingline Loans and Letter of Credit Liabilities on such date or (III) in the scheduled repayments case of the Existing Term B Loan, the outstanding principal amount of the Existing Term Loan on such date, by (2) the aggregate amount of the (x) Term Loan, (y) the Revolving Loans, Swingline Loans and Letter of Credit Liabilities and/or (z) the Existing Term Loan, in Section 2.03(b); and
(3) notwithstanding the foregoing clauses 1 and 2each case, so long as (and to the extent that) any Term A Loans are outstanding, the Borrower may offer the Term B Lenders the option to, and any Term B Lender may elect to, waive its ratable share of any prepayment under this Section 2.04(c). In the event that any Term B Lender elects by 2:00 p.m. (Toronto time) on the day prior entitled to the date of prepayment to waive participate in such right with respect to any such prepayment under this Section 2.04(c), 50% of that Term B Lender's ratable share of such prepayment shall be applied to the prepayment of Term A Loans ratably to the Term A Lenders in direct order of maturity, and the remaining 50% of such amount shall be retained by the Borrower. If no Term A Loans are outstanding, such option to offer and election to waive prepayments shall not be availablepayments.
(B) Considering Term A Loans, Term B Loans and Revolving Loans being paid separately, any prepayment thereof shall be applied (1), as between Base Rate Loans and Eurodollar Rate Loans, first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c) and (2) as between Prime Rate Loans and BA Loans, first to Prime Rate Loans to the full extent thereof before application to BA Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c). If a Contract Period in respect of a BA Loan to which a prepayment is to be applied has not expired, the Borrower shall pay to the Administrative Agent for the accounts of the Appropriate Lenders, in same day funds, for deposit to a Cash Collateral Account (over which the Administrative Agent shall have sole and exclusive control, including right of withdrawal) an amount equal to the required prepayment to secure the Borrower's obligations in respect of such BA Loan until the expiry of the Contract Period therefor upon which such cash collateral shall be applied to the repayment of such BA Loan.
Appears in 1 contract
Application of Mandatory Prepayments. 1. Amounts paid under the preceding subsection (Ab)(i) Except as otherwise specifically set forth in clauses , and above, all prepayments any amounts required to be paid under this Section 2.04(cthe preceding subsections (b)(ii) and (b)(iii) which are to be allocated to the Revolving Loans and Letter of Credit Liabilities pursuant to the following clause (B) shall be applied as follows:to pay all amounts of principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and if any Letters of Credit are outstanding at such time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations.
2. Amounts paid under the preceding subsections (1b)(ii) subject to clause 3, each prepayment under this Section 2.04(cand (iii) shall be applied first to the prepayment of the Term A Loans and Term B Loans to the full extent thereof on a pro rata basis to (i) prepay the Term Loans, the Revolving Loans and Swingline Loans and Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in direct order of maturity the Revolving Commitments) and (and ii) prepay the Senior Notes. Such pro rata among the Term A Lenders and Term B Lenders, respectively, as applicable) where the applicable clause of this Section 2.04(c) does not limit the prepayment amount allocable to the Term A LoansObligations shall be calculated by dividing (1) the sum of the outstanding principal amount of the Loans on such date plus the Letter of Credit Liabilities on such date, and, where by (2) the applicable sum of clause (1) and the outstanding principal amount of this Section 2.04(c) does limit the prepayment Senior Notes on such date. Amounts payable to the Term A LoansObligations pursuant to this clause (B) shall be applied, first, to prepay the prepayment Revolving Loans and Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Term A Loans to the full extent thereof Revolving Commitments) until paid in full, then, on a pro rata basis in direct order of maturity and second, to prepay the outstanding Revolving Loans and permanently ------ reduce Term Loans.
3. Notwithstanding the Revolving Commitments (it being understood that foregoing, any amounts allocable to the Revolving Commitments shall be reduced by the full amount of any such Senior Notes which are not required prepayment whether or not any Revolving Loans are then outstanding);
(2) notwithstanding the foregoing clause 1, no prepayment under Section 2.04(c)(i) or Section 2.04(c)(iii) shall to be applied to the Term B Loans Senior Notes pursuant to the extent that such application would result in the prepayment of more than 25% terms of the original principal amount Senior Notes Agreement may instead (i) be deposited into a deposit account controlled by the Borrower or the holders of the Term B Loans on or before the fifth anniversary of the Closing Date, taking into account any prior prepayments and the scheduled repayments of the Term B Loans in Section 2.03(b); and
(3) notwithstanding the foregoing clauses 1 and 2, so long as (and Senior Notes to the extent that) any Term A Loans are outstanding, the Borrower may offer the Term B Lenders the option to, and any Term B Lender may elect to, waive its ratable share of any prepayment under this Section 2.04(c). In the event that any Term B Lender elects by 2:00 p.m. (Toronto time) on the day prior to the date of prepayment to waive such right with respect to any such prepayment under this Section 2.04(c), 50% of that Term B Lender's ratable share of such prepayment shall be applied to the prepayment of Term A Loans ratably to the Term A Lenders in direct order of maturity, and the remaining 50% of such amount shall be retained by the BorrowerSenior Notes or (ii) held as Unrestricted Cash. If no Term A Loans are outstanding, such option to offer and election to waive prepayments shall not be available.
(B) Considering Term A Loans, Term B Loans and Revolving Loans being paid separately, any prepayment thereof shall be applied (1), as between Base Rate Loans and Eurodollar Rate Loans, first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c) and (2) as between Prime Rate Loans and BA Loans, first to Prime Rate Loans to the full extent thereof before application to BA Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c). If a Contract Period in respect of a BA Loan to which a prepayment is to be applied has not expired, the Borrower shall pay to the Administrative Agent for the accounts of the Appropriate Lenders, in same day funds, for deposit to a Cash Collateral Account (over which the Administrative Agent shall have sole and exclusive control, including right of withdrawal) an amount equal to the required prepayment to secure the Borrower's obligations in respect of such BA Loan until the expiry of the Contract Period therefor upon which such cash collateral shall be applied to the repayment of such BA Loan.
Appears in 1 contract
Application of Mandatory Prepayments. A. Amounts paid under the preceding subsection (Ab)(i) Except and any amounts required to be paid under the preceding subsections (b)(ii) and (b)(iii) which are to be allocated to the Revolving Loans and Letter of Credit Liabilities pursuant to the following clause (B) shall be applied to pay all amounts of principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and if any Letters of Credit are outstanding at such time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations.
B. Amounts paid under the preceding subsections (b)(ii) and (iii) (excluding, for the avoidance of doubt, amounts paid under the preceding subsection (b)(iii) in respect of the High Yield Notes) shall be allocated on a pro rata basis to (i) the Term Loans, the Revolving Loans, Swingline Loans and Reimbursement Obligations and Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) and (ii) the Senior Notes (to the extent that the Senior Notes remain outstanding). Such pro rata amount allocable to the Obligations shall be calculated by dividing (1) the sum of the outstanding principal amount of the Loans on such date plus the Letter of Credit Liabilities on such date, by (2) the sum of clause (1) and the outstanding principal amount of the Senior Notes on such date. Other than as otherwise specifically set forth in clauses the immediately following sentence, and above, all prepayments under amounts payable to the Obligations pursuant to this Section 2.04(cclause (B) shall be applied as follows:
: (1i) subject unless an Event of Default has occurred and is continuing as described in clause (ii) below, all amounts so paid to clause 3, each prepayment under this Section 2.04(c) the Obligations shall be applied first to prepay the Revolving Loans, Swingline Loans and Reimbursement Obligations and, to the prepayment extent the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until paid in full, then, shall be payable to (or retained by) the Borrower and (ii) if an Event of Default has occurred and is continuing on and as of the Term A Loans and Term B Loans date of the Asset Sale, Equity Issuance, debt incurrence or other event or circumstance giving rise to the full extent thereof mandatory prepayment requirement under Section 2.8(b) (or results from such event or circumstance), all amounts so paid to the Obligations shall be applied to prepay the outstanding Term Loans on a pro rata basis until paid in direct order of maturity (full and pro rata among the Term A Lenders and Term B Lenders, respectively, as applicable) where the applicable clause of this Section 2.04(c) does not limit the prepayment to the Term A Loans, and, where the applicable clause of this Section 2.04(c) does limit the prepayment to the Term A Loans, to the prepayment of the Term A Loans to the full extent thereof on a pro rata basis in direct order of maturity and second, to prepay outstanding Revolving Loans and permanently ------ reduce the Revolving Commitments (it being understood that the Revolving Commitments shall be reduced by the full amount of any then such required prepayment whether or not any Revolving Loans are then outstanding);
(2) notwithstanding the foregoing clause 1, no prepayment under Section 2.04(c)(i) or Section 2.04(c)(iii) amounts shall be applied to the Term B prepay any outstanding Revolving Loans, Swingline Loans and Reimbursement Obligations and, to the extent that such application would result the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the prepayment of more than 25% of Revolving Commitments) until paid in full. Notwithstanding anything to the original principal contrary contained herein, from and including, the Fourth Amendment Effective Date until the date (the “NPAS Date”) that the Borrower has received an aggregate amount of the Term B Loans on Net Proceeds from Asset Sales that equal or before the fifth anniversary of the Closing Dateexceed $130,000,000 which proceeds are applied to outstanding Indebtedness as required by this Section 2.8.(b), taking into account any prior prepayments and the scheduled repayments of the Term B Loans in Section 2.03(b); and
(3) notwithstanding the foregoing clauses 1 and 2, so long as (and only to the extent that) any Term A Loans are outstanding, the Borrower may offer the Term B Lenders the option to, and any Term B Lender may elect to, waive its ratable share of any prepayment under this Section 2.04(c). In the event that any Term B Lender elects by 2:00 p.m. (Toronto time) on the day such NPAS Date occurs prior to the date of prepayment the funding of any High Yield Notes, amounts payable to waive such right the Obligations pursuant to this clause (B) with respect to amounts paid pursuant to the preceding subsection (b)(ii) shall be allocated as follows: (I) first, to the Term 1 Loans and the Term 2 Loans to be allocated among the Term Loans pursuant to the calculation in the immediately following sentence, until payment in full of the Term 1 Loans, (II) then, to prepay any such prepayment under this Section 2.04(c)outstanding Revolving Loans, 50% Swingline Loans and Reimbursement Obligations and, to the extent the other Letter of that Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until paid in full, (III) then, to the remaining Term B Lender's ratable share 2 Loans, until payment in full of such prepayment the Term 2 Loans and (IV) finally, may be payable to (or retained by) the Borrower. Prepayments of Term Loans made in accordance with clause (I) in the immediately preceding sentence and clause (D)(I) below, shall be (x) allocated to each Lender holding Term Loans in an amount equal to their TL Paydown Percentage multiplied by the aggregate proceeds allocated to prepay Term Loans pursuant to clause (I) in the immediately preceding sentence or clause (D)(I) below, as the case may be, and (y) applied by each Lender first to its Term 1 Loans, until paid in full, and then to its Term 2 Loans until paid in full.
C. Notwithstanding the foregoing, any amounts allocable to the Senior Notes which are not required to be applied to the prepayment of Term A Loans ratably Senior Notes pursuant to the Term A Lenders terms of the Senior Notes Agreement (either because the holders of the Senior Notes have declined such payments or otherwise) (I) with respect to amounts paid pursuant to the preceding subsection (b)(ii) on or prior to the NPAS Date, shall be paid by the Borrower to the Administrative Agent to be applied to prepay the Revolving Loans, Swingline Loans and Reimbursement Obligations and, to the extent the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in direct order of maturitythe Revolving Commitments) until paid in full, and the remaining 50% of such amount shall then, may be retained by the Borrower. If no Term A Loans are outstandingBorrower and (II) with respect to amounts paid pursuant to the preceding subsection (b)(ii) after the NPAS Date or paid pursuant to the preceding subsection (b)(iii), such option may (i) be deposited into a deposit account controlled by the Borrower or the holders of the Senior Notes to offer and election be applied to waive prepayments shall not be availablethe Senior Notes or (ii) held as Unrestricted Cash.
D. Notwithstanding the foregoing, (BA) Considering Term A Loansif the Borrower issues High Yield Notes, Term B Loans and Revolving Loans being paid separately, any prepayment thereof the proceeds of the High Yield Notes shall be applied (1)i) first, to repay or defease the obligations under the Senior Notes Agreement in full, (ii) then, to fund any offering costs in connection with the issuance of High Yield Notes and (iii) finally, to the repay the Obligations. Amounts payable to the Obligations pursuant to this clause (D) shall be applied as between Base Rate follows: (I) first, to the Term 1 Loans and Eurodollar Rate the Term 2 Loans to be allocated among the Term Loans pursuant to the calculation in the last sentence of clause (B) above, until payment in full of the Term 1 Loans, first (II) then, to Base Rate prepay any outstanding Revolving Loans, Swingline Loans and Reimbursement Obligations and, to the full extent thereof before application the other Letter of Credit Liabilities exceed $1,000,000, to Eurodollar Rate Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until paid in full, (III) then, to the remaining Term 2 Loans, until payment in each case in a manner that minimizes full of the amount of any payments Term 2 Loans and (IV) finally, may be payable to (or retained by) the Borrower.
E. If the Borrower is required to be made pay any outstanding LIBOR Loans by the Borrower pursuant to reason of this Section 9.04(c) and (2) as between Prime Rate Loans and BA Loans, first to Prime Rate Loans 2.8. prior to the full extent thereof before application to BA Loans, in each case in a manner that minimizes end of the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c). If a Contract applicable Interest Period in respect of a BA Loan to which a prepayment is to be applied has not expiredtherefor, the Borrower shall pay to the Administrative Agent for the accounts of the Appropriate Lenders, in same day funds, for deposit to a Cash Collateral Account (over which the Administrative Agent shall have sole and exclusive control, including right of withdrawal) an amount equal to the required prepayment to secure the Borrower's obligations in respect of such BA Loan until the expiry of the Contract Period therefor upon which such cash collateral shall be applied to the repayment of such BA Loanall amounts due under Section 5.4.
Appears in 1 contract
Application of Mandatory Prepayments. (A) Except as otherwise specifically set forth in clauses , and above, all prepayments under All amounts required to be paid pursuant to this Section 2.04(c2.8(b) shall be applied as follows:
(A) with respect to all amounts prepaid pursuant to Section 2.8(b)(i), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 2.8(b)(ii), pro rata across the Revolving Loans (with a corresponding reduction in the Revolving Commitments), the Tranche A Term Loan and the Tranche B Term Loan outstanding as of such date and (C) with respect to all amounts prepaid pursuant to Sections 2.8(b)(iii) through (v), (1) subject FIRST PRO RATA to clause 3the Tranche A Term Loan and the Tranche B Term Loan (ratably to the remaining principal installments thereof); PROVIDED, each HOWEVER, promptly upon notification thereof, one or more holders of the Tranche B Term Loan may decline to accept a mandatory prepayment under this Section 2.04(c2.8(b)(ii) through (iv) to the extent there are sufficient amounts under the Tranche A Term Loan outstanding to be paid with such prepayment, in which case, such declined payments shall be allocated pro rata among the Tranche A Term Loan and the Tranche B Term Loan held by Lenders accepting such prepayments, and (2) SECOND to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to the prepayment of the Term A Alternate Base Rate Loans and Term B then to LIBOR Rate Loans to the full extent thereof on a pro rata basis in direct order of maturity (and pro rata among the Term A Lenders and Term B Lenders, respectively, as applicable) where the applicable clause of Interest Period maturities. All prepayments under this Section 2.04(c) does not limit the prepayment to the Term A Loans, and, where the applicable clause of this Section 2.04(c) does limit the prepayment to the Term A Loans, to the prepayment of the Term A Loans to the full extent thereof on a pro rata basis in direct order of maturity and second, to prepay outstanding Revolving Loans and permanently ------ reduce the Revolving Commitments (it being understood that the Revolving Commitments shall be reduced by the full amount of any such required prepayment whether or not any Revolving Loans are then outstanding);
(2) notwithstanding the foregoing clause 1, no prepayment under Section 2.04(c)(i) or Section 2.04(c)(iii2.8(b) shall be applied subject to Section 2.18 and be accompanied by interest on the Term B Loans to the extent that such application would result in the prepayment of more than 25% of the original principal amount of the Term B Loans on or before the fifth anniversary of the Closing Date, taking into account any prior prepayments and the scheduled repayments of the Term B Loans in Section 2.03(b); and
(3) notwithstanding the foregoing clauses 1 and 2, so long as (and to the extent that) any Term A Loans are outstanding, the Borrower may offer the Term B Lenders the option to, and any Term B Lender may elect to, waive its ratable share of any prepayment under this Section 2.04(c). In the event that any Term B Lender elects by 2:00 p.m. (Toronto time) on the day prior to prepaid through the date of prepayment to waive such right with respect to any such prepayment under this Section 2.04(c), 50% of that Term B Lender's ratable share of such prepayment shall be applied to the prepayment of Term A Loans ratably to the Term A Lenders in direct order of maturity, and the remaining 50% of such amount shall be retained by the Borrower. If no Term A Loans are outstanding, such option to offer and election to waive prepayments shall not be availableprepayment.
(B) Considering Term A Loans, Term B Loans and Revolving Loans being paid separately, any prepayment thereof shall be applied (1), as between Base Rate Loans and Eurodollar Rate Loans, first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c) and (2) as between Prime Rate Loans and BA Loans, first to Prime Rate Loans to the full extent thereof before application to BA Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c). If a Contract Period in respect of a BA Loan to which a prepayment is to be applied has not expired, the Borrower shall pay to the Administrative Agent for the accounts of the Appropriate Lenders, in same day funds, for deposit to a Cash Collateral Account (over which the Administrative Agent shall have sole and exclusive control, including right of withdrawal) an amount equal to the required prepayment to secure the Borrower's obligations in respect of such BA Loan until the expiry of the Contract Period therefor upon which such cash collateral shall be applied to the repayment of such BA Loan.
Appears in 1 contract
Application of Mandatory Prepayments. A. Amounts paid under the preceding subsection (Ab)(i) Except and any amounts required to be paid under the preceding subsections (b)(ii) and (b)(iii) which are to be allocated to the Revolving Loans and Letter of Credit Liabilities pursuant to the following clause (B) shall be applied to pay all amounts of principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and if any Letters of Credit are outstanding at such time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations.
B. Amounts paid under the preceding subsections (b)(ii) and (iii) (excluding, for the avoidance of doubt, amounts paid under the preceding subsection (b)(iii) in respect of the High Yield Notes) shall be allocated on a pro rata basis to (i) the Term Loans, the Revolving Loans, Swingline Loans and Reimbursement Obligations and Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) and (ii) the Senior Notes (to the extent that the Senior Notes remain outstanding). Such pro rata amount allocable to the Obligations shall be calculated by dividing (1) the sum of the outstanding principal amount of the Loans on such date plus the Letter of Credit Liabilities on such date, by (2) the sum of clause (1) and the outstanding principal amount of the Senior Notes on such date. AmountsOther than as otherwise specifically set forth in clauses the immediately following sentence, and above, all prepayments under amounts payable to the Obligations pursuant to this Section 2.04(cclause (B) shall be applied as follows:
: (1i) subject unless an Event of Default has occurred and is continuing as described in clause (ii) below, all amounts so paid to clause 3, each prepayment under this Section 2.04(c) the Obligations shall be applied first to prepay the Revolving Loans, Swingline Loans and Reimbursement Obligations and, to the prepayment extent the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until paid in full, then, shall be payable to (or retained by) the Borrower and (ii) if an Event of Default has occurred and is continuing on and as of the Term A Loans and Term B Loans date of the Asset Sale, Equity Issuance, debt incurrence or other event or circumstance giving rise to the full extent thereof mandatory prepayment requirement under Section 2.8(b) (or results from such event or circumstance), all amounts so paid to the Obligations shall be applied to prepay the outstanding Term Loans on a pro rata basis until paid in direct order of maturity (full and pro rata among the Term A Lenders and Term B Lenders, respectively, as applicable) where the applicable clause of this Section 2.04(c) does not limit the prepayment then such amounts shall be applied to the Term A prepay any outstanding Revolving Loans, Swingline Loans and Reimbursement Obligations and, where the applicable clause of this Section 2.04(c) does limit the prepayment to the Term A Loans, to the prepayment extent the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until paid in full.
C. C. Notwithstanding the foregoing, any amounts allocable to the Senior Notes which are not required to be applied to the Senior Notes pursuant to the terms of the Term A Loans Senior Notes Agreement may instead(either because the holders of the Senior Notes have declined such payments or otherwise) (I) with respect to amounts paid pursuant to the full extent thereof preceding subsection (b)(ii) on a pro rata basis in direct order of maturity or prior to the NPAS Date, shall be paid by the Borrower to the Administrative Agent to be applied to prepay the Revolving Loans, Swingline Loans and secondReimbursement Obligations and, to prepay outstanding Revolving Loans and permanently ------ reduce the extent the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments Commitments) until paid in full, then, may be retained by the Borrower and (it being understood that II) with respect to amounts paid pursuant to the Revolving Commitments preceding subsection (b)(ii) after the NPAS Date or paid pursuant to the preceding subsection (b)(iii), may (i) be deposited into a deposit account controlled by the Borrower or the holders of the Senior Notes to be applied to the Senior Notes or (ii) held as Unrestricted Cash.
D. Notwithstanding the foregoing, (A) if the Borrower issues High Yield Notes, the proceeds of the High Yield Notes shall be reduced by applied (i) first, to repay or defease the full amount obligations under the Senior Notes Agreement in full, (ii) then, to fund any offering costs in connection with the issuance of any such required prepayment whether or not any Revolving Loans are then outstanding);
High Yield Notes and (2iii) notwithstanding finally, to the foregoing repay the Obligations. Amounts payable to the Obligations pursuant to this clause 1, no prepayment under Section 2.04(c)(i) or Section 2.04(c)(iii(D) shall be applied as follows: (I) first, to the Term B 1 Loans and the Term 2 Loans to be allocated among the Term Loans pursuant to the calculation in the last sentence of clause (B) above, until payment in full of the Term 1 Loans, (II) then, to prepay any outstanding Revolving Loans, Swingline Loans and Reimbursement Obligations and, to the extent that such application would result the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the prepayment of more than 25% of Revolving Commitments) until paid in full, (III) then, to the original principal amount remaining Term 2 Loans, until payment in full of the Term B 2 Loans on and (IV) finally, may be payable to (or before the fifth anniversary of the Closing Date, taking into account any prior prepayments and the scheduled repayments of the Term B Loans in Section 2.03(b); and
(3retained by) notwithstanding the foregoing clauses 1 and 2, so long as (and to the extent that) any Term A Loans are outstanding, the Borrower may offer the Term B Lenders the option to, and any Term B Lender may elect to, waive its ratable share of any prepayment under this Section 2.04(c). In the event that any Term B Lender elects by 2:00 p.m. (Toronto time) on the day prior to the date of prepayment to waive such right with respect to any such prepayment under this Section 2.04(c), 50% of that Term B Lender's ratable share of such prepayment shall be applied to the prepayment of Term A Loans ratably to the Term A Lenders in direct order of maturity, and the remaining 50% of such amount shall be retained by the Borrower. If no Term A Loans are outstanding, such option to offer and election to waive prepayments shall not be available.
(B) Considering Term A Loans, Term B Loans and Revolving Loans being paid separately, any prepayment thereof shall be applied (1), as between Base Rate Loans and Eurodollar Rate Loans, first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c) and (2) as between Prime Rate Loans and BA Loans, first to Prime Rate Loans to the full extent thereof before application to BA Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c). If a Contract Period in respect of a BA Loan to which a prepayment is to be applied has not expired, the Borrower shall pay to the Administrative Agent for the accounts of the Appropriate Lenders, in same day funds, for deposit to a Cash Collateral Account (over which the Administrative Agent shall have sole and exclusive control, including right of withdrawal) an amount equal to the required prepayment to secure the Borrower's obligations in respect of such BA Loan until the expiry of the Contract Period therefor upon which such cash collateral shall be applied to the repayment of such BA Loan.
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