7Prepayment. This Note may be prepaid at any time without penalty. The Holder’s conversion rights herein shall not be affected in any way until the Note is fully paid (funds received by the Holder).
7Prepayment Sample Clauses
Related to 7Prepayment
Prepayment (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.
Mandatory Prepayment Borrower shall prepay the Loan until Paid in Full at the following times and in the following amounts: (i) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds; and (ii) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of its equity securities (other than equity securities that are issued to (x) Parent, (y) management of Parent, or (z) to Persons that as of the date hereof hold equity in Parent; but, without limitation of the foregoing, and for avoidance of any doubt, inclusive of any equity securities issued pursuant to the contemplated PIPE or any similar offering whether to Persons that as of the date hereof hold equity in Parent or otherwise) in an amount equal to such Net Cash Proceeds; and (iii) within forty-five (45) days after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2008), in an amount equal to fifty percent (50%) of the Excess Cash Flow earned during such prior Fiscal Quarter, until the Loan is reduced in principal amount to $30,000,000, and, thereafter, in an amount equal to twenty-five percent (25%) of the Excess Cash Flow earned during such prior Fiscal Quarter. Notwithstanding clause (ii) above, in the event that Parent issues equity securities pursuant to the contemplated PIPE or enters into any similar transaction involving the sale or exchange of equity securities, debt or convertible debt of Parent subsequent to the Closing Date, after Borrowers have caused the Loan to be reduced in principal amount to not less than $30,000,000 from the Net Cash Proceeds therefrom, Borrowers shall, to the extent provided in and permitted by the Black Forest Subordination Agreement, pay the then outstanding principal amount of the Black Forest Note from any remaining Net Cash Proceeds, until it is paid in full, after which any remaining Net Cash Proceeds may be used by Borrower to prepay further the Loan, to repay Senior Debt or for any other corporate purpose not in contravention of any terms of this Agreement.
