Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (i) receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or Asset Sale, in an amount equal to 100% of such Net Cash Proceeds not later than two Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds and (ii) in the case of any Qualifying Term Loan Facility, in an amount equal to the commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to be applied to the extent such Net Cash Proceeds are reinvested in, or applied to the replacement or repair of assets to be used in, the business of any of the Borrower and its Subsidiaries within 180 calendar days of receipt thereof; provided, further, that if any portion of such Net Cash Proceeds that are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, such unused portion shall be applied immediately at the end of such period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and/or the effectiveness of such definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 shall be subject to Section 2.17, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
Mandatory Prepayments. (a) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d).
(b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in the Over Advance Account...
Mandatory Prepayments. (a) [Intentionally Omitted].
(b) Subject to clause (c) below, upon receipt by any Loan Party of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) below.
(c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisitio...
Mandatory Prepayments. (i) If the Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts.
(ii) In the event Borrower permanently discontinues Borrower’s pursuit of active development of Ataluren (also known as PTC124®) for all therapeutic indications (as determined by the Lenders in their reasonable discretion) (the “PTC124 Discontinuation”), Borrower will give prompt written notice to Collateral Agent, and the Lenders shall have the right, upon written notice to Borrower, to require Borrower to repay the Term Loans in full, in which case Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (A) all outstanding principal of the Term Loans plus accrued interest thereon through the prepayment date (accrued at the applicable interest rate as set forth in Section 2.3 of this Agreement), (B) the Final Payment, (C) an amount equal to fifty percent (50%) of the Prepayment Fee, plus (D) all other sums, that shall have become due and payable, including Lenders’ Expenses, if any, and interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing, the PTC124 Discontinuation shall not be deemed to have occurred (and the Lenders shall not have the right to require Borrower to repay the Term Loans as a result of the PTC124 Discontinuation) in the event that after the Effective Date Borrower receives a lump sum cash payment(s) (which payment(s) are recognized by Borrower as revenue or equity, or any combination thereof, but not indebtedness) of at least $25,000,000 in the aggregate.
Mandatory Prepayments. If the Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (ii) the Final Payment, (iii) the Prepayment Fee, plus (iv) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding (but without duplication with) the foregoing, on the Maturity Date, if the Final Payment had not previously been paid in full in connection with the prepayment of the Term Loans in full, Borrower shall pay to Collateral Agent, for payment to each Lender in accordance with its respective Pro Rata Share, the Final Payment in respect of the Term Loan(s).
Mandatory Prepayments. (a) Not later than 100 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending December 28, 1996, the Borrower shall (i) calculate Excess Cash Flow for such fiscal year and apply 75% of such Excess Cash Flow to prepay Borrowings in accordance with paragraph (d) below and (ii) deliver to the Administrative Agent a certificate signed by any Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such period and the calculation thereof, in reasonable detail.
(b) In the event of any termination of all the Pre-Merger Revolving Credit Commitments or Post-Merger Revolving Credit Commitments, the Borrower shall repay or prepay all the outstanding Pre-Merger Revolving Facility Borrowings or Post-Merger Revolving Facility Borrowings, respectively, on the date of such termination. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, then the Borrower shall, on the date of such reduction or termination, repay or prepay Revolving Credit Borrowings or cash-collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess.
(c) The Borrower shall apply 100% of Net Proceeds promptly upon its receipt thereof (or, if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in the definition of such term) to prepay Borrowings in accordance with paragraph (d) below; provided, however, that, in the case of Net Proceeds from an Equity Issuance, (x) the Borrower shall only be required to apply 50% of such Net Proceeds to the prepayment of Loans if immediately prior to receipt thereof the Leverage Ratio is greater than 3.00 to 1.00 but not greater than 4.00 to 1.00 and 25% of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is greater than 2.50 to 1.00 but not greater than 3.00 to 1.00 and (y) the Borrower shall not be required to apply any of such Net Proceeds to the prepayment of Loans if at the time of receipt thereof the Leverage Ratio is not greater than 2.50 to 1.00. The Borrower shall deliver to the Administr...
Mandatory Prepayments. (a) Subject to paragraph (f) of this Section 2.12, not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans.
(b) Subject to paragraph (f) of this Section 2.12, in the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Loans.
(c) Subject to paragraph (f) of this Section 2.12, no later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Loans in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(d) Subject to paragraph (f) of this Section 2.12, in the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance or renewal of Indebtedness permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans.
(e) Notwithstanding the foregoing, any Lender may elect, by written notice to the Administrative Agent at the time and in the manner specified by the Administrative Agent, to decline all (but not less than all) of its pro rata share of such mandatory prepayment of its Loans pursuant to this Section 2.12 (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such Lenders elect to decline their pro r...
Mandatory Prepayments. (i) Except as provided in Section 2.8, if at any time the Total Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitment, the Borrowers shall repay promptly upon the earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Loans and third, with respect to any Letters of Credit then outstanding, to a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders.
(ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders.
(iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom shall be applied by the Administrative Agent for the account of the Lenders first to the principal amount of outstanding Swingline Loans and second to the principal amount of outstanding Revolving Loans, without a corresponding reduction of the Aggregate Commitment; provide...
Mandatory Prepayments. (a) On the day of receipt by the Borrowers or --------------------- any of their Subsidiaries of any Net Proceeds with respect to an Asset Disposition, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 100% of such Net Proceeds; provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the consummation of such Asset Disposition would not result in (x) the Operating Cash Flow attributable to the assets subject to such Asset Disposition (based on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) plus (y) the ---- Operating Cash Flow attributable to the assets subject to all prior Asset Dispositions consummated since the Closing Date (based, respectively, on the most recent financial statements received by the Agent under Section 5.1(a) or (b) at the time of such Asset Disposition) exceeding 15% of the Operating Cash Flow of the Borrowers as of the date of such Asset Disposition and (ii) the Net Proceeds of any such Asset Dispositions are used, within one year of such disposition, to invest in assets of the same type and use as those disposed and with respect to which the Lenders shall have a first-priority perfected Lien (subject to Section 6.3). On or prior to the date of any Asset Disposition, the Borrowers agree to provide the Agent with calculations used by the Borrowers in determining the amount of any such prepayment (or in determining that a prepayment is not required) under this Section 2.5(a).
(b) In the event that at the end of any fiscal year of the Borrowers ending on and after December 31, 1999 there shall exist Excess Cash Flow with respect to such fiscal year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of the Borrowers with respect to such fiscal year become available and (ii) the 120th day after the end of such fiscal year, the Borrowers shall prepay the Loans (and such prepayment shall be applied as set forth in Section 2.5(e)) and, after all Loans have been prepaid, make a Cash Collateral Deposit, in an amount equal to 50% of such Excess Cash Flow; provided that no such prepayment shall -------- ---- be required if the Maximum Total Debt Ratio as of the end of such fiscal year is less t...
Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g).
(c) In the event and on each occasion that an Specified Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Specified Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g).
(d) No later than the later of (i) 120 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2007, and (ii) the 10th day subsequent to the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended.
(e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds fr...
