Notice of Prepayment. (a) In case the Company shall desire to exercise any right to prepay all or, as the case may be, a portion of the Bonds in accordance with any right reserved so to do, the Company shall, or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds to be prepaid by mailing, first class postage prepaid, a notice of such prepayment not less than five (5) days and not more than sixty (60) days before the date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaid, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issued. (b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.
Appears in 5 contracts
Samples: Indenture (Phoenix Capital Group Holdings I LLC), Indenture (Phoenix Capital Group Holdings I LLC), Indenture (Phoenix Capital Group Holdings I LLC)
Notice of Prepayment. (a) In case the Company shall desire to exercise any the right to prepay all or, as the case may be, a portion of the Bonds Securities in accordance with any right reserved so to dotheir terms, the Company shall, or it shall cause the Trustee to, give notice of such fix a date for prepayment to holders of the Bonds to be prepaid by mailing, first class postage prepaid, and shall mail a notice of such prepayment not less than five (5) days at least 30 and not more than sixty (60) 60 days before prior to the date fixed for prepayment to such the holders of Securities so to be prepaid as a whole or in part at their last addresses as they the same appear on the Security Register. Such mailing shall appear upon the Bond Register unless a shorter period is specified in the Bonds to be prepaidby first class mail. Any The notice that is if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the such notice. In any case, failure duly to give such notice by mail or any defect in the notice to the holder of any Bond Security designated for prepayment in as a whole or in part, or any defect in the notice, part shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restrictionSecurity. Each such notice of prepayment shall specify the CUSIP number of the Securities to be prepaid, the date fixed for prepayment and prepayment, the prepayment price at which Bonds the Securities are to be prepaidprepaid (or the method by which such prepayment price is to be calculated), and shall state the place or places of payment that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bondsthe Securities, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from on and after said date interest thereon or on the portions thereof to be prepaid will cease to accrue. If less than all the Bonds Securities are to be prepaid, prepaid the notice to the holders of Bonds to be prepaid in whole or in part prepayment shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion numbers of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issued.
(b) If less than all of any class or series of the Bonds are Securities to be prepaid. Prior to 10:00 a.m., New York City time, on the prepayment date specified in the notice of prepayment given as provided in this Section, the Company shall give will deposit with the Trustee or with one or more paying agents an amount of money sufficient to prepay on the prepayment date all the Securities so called for prepayment at least fifteen (15) days’ notice (unless a shorter period is satisfactory the appropriate Prepayment Price, together with accrued interest to the Trustee) in advance of the date fixed for prepayment. The Company will give the Trustee notice not less than 45 days prior to the prepayment date as to the aggregate principal amount of Bonds Securities to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.
Appears in 4 contracts
Samples: Indenture (Vesta Insurance Group Inc), Indenture (Vesta Insurance Group Inc), Junior Subordinated Indenture (New South Capital Trust I)
Notice of Prepayment. The Borrower shall notify the Administrative Agent (a) In case the Company shall desire to exercise any right to prepay all orand, as in the case may be, of prepayment of a portion of the Bonds in accordance with any right reserved so to doSwing Line Loan, the Company shallSwing Line Lender) by written notice in substantially the form attached as Exhibit C-2 of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, or shall cause the Trustee tonot later than 1:00 p.m., give notice of such prepayment to holders of the Bonds to be prepaid by mailingNew York City time, first class postage prepaid, a notice of such prepayment not less than five (5) days and not more than sixty (60) days three Business Days before the date fixed for of prepayment to (or such holders at their last addresses later time as they shall appear upon may be agreed by the Bond Register unless a shorter period is specified Administrative Agent in the Bonds to be prepaid. Any notice that is mailed its sole discretion), (ii) in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to an ABR Borrowing, not later than 1:00 p.m., New York City time, on the expiration date of any restriction on prepayment (or such prepayment provided later time as may be agreed by the Administrative Agent in its sole discretion), and (iii) in the terms case of prepayment of Swing Line Loans, not later than 1:00 p.m., New York City time, on the date of prepayment (or such Bonds or elsewhere later time as may be agreed upon by the Administrative Agent in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restrictionits sole discretion). Each such notice shall be irrevocable; provided that a notice of an optional prepayment pursuant to Section 2.10(a) delivered by the Borrower may state that such notice is conditioned upon the effectiveness of any such other credit facilities or the closing of any such securities offering, or the occurrence of any other event specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. With respect to the effectiveness of any such other credit facilities or the closing of any such securities offering, the Borrower may extend the date of the optional prepayment pursuant to Section 2.10(a) at any time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Each such notice shall specify the date fixed for prepayment and Borrowing to be repaid, the prepayment price at which Bonds are to be prepaiddate, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount of each Borrowing or portion thereof to be prepaid and shall state that on and after and, in the prepayment datecase of a mandatory prepayment, upon surrender a reasonably detailed calculation of the amount of such Xxxxprepayment. Promptly following receipt of any such notice (other than a notice relating solely to Swing Line Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Credit Extension of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing and otherwise in accordance with this Section 2.10. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.06. Notwithstanding the foregoing, each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (c), (d) (other than mandatory prepayments with the proceeds of Credit Agreement Refinancing Indebtedness), (e) and (f) of this Section 2.10 by providing written notice (each, a new Bond or Bonds in principal amount equal “Rejection Notice”) to the non-prepaid portion thereof will be issued.
(b) If less Administrative Agent and the Borrower no later than all of any class or series of 5:00 p.m. one Business Day prior to such prepayment. Each Rejection Notice from a given Lender shall specify the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds the mandatory prepayment of Term Loans to be prepaid, and rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Company’s selection Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the specific Bonds Term Loans to be repaid in accordance with the terms rejected, any such failure will be deemed an acceptance of the applicable Bond formtotal amount of such mandatory repayment of Term Loans. The Company may, if and whenever it Any Declined Proceeds shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name applied as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given directed by the Trustee or Borrower (any such paying agent, proceeds that are not applied by the Company Borrower to prepay other Indebtedness shall deliver or cause be referred to be delivered to, or permit to remain with, the Trustee or such paying agent, herein as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section“Retained Declined Proceeds”).
Appears in 4 contracts
Samples: Credit Agreement (Cvent Holding Corp.), Credit Agreement (Dragoneer Growth Opportunities Corp. II), Credit Agreement (Ping Identity Holding Corp.)
Notice of Prepayment. Borrower shall notify the Administrative Agent by written notice of any prepayment hereunder (ai) In case the Company shall desire to exercise any right to prepay all or, as in the case may beof prepayment of a Eurodollar Borrowing, a portion of the Bonds in accordance with any right reserved so to donot later than 11:00 a.m., the Company shallLondon time, or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds to be prepaid by mailing, first class postage prepaid, a notice of such prepayment not less than five (5) days and not more than sixty (60) days three Business Days before the date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified of prepayment, and (ii) in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to an ABR Borrowing, not later than 11:00 a.m., London time, one Business Day before the expiration date of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restrictionprepayment. Each such notice of prepayment shall be irrevocable. Each such notice shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaiddate, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount of each Borrowing or portion thereof to be prepaid and shall state that on and after and, in the prepayment datecase of a mandatory prepayment, upon surrender a reasonably detailed calculation of the amount of such Xxxxprepayment. Promptly following receipt of any such notice, a new Bond or Bonds in principal amount equal the Administrative Agent shall advise the Lenders of the contents thereof. Such notice to the non-prepaid portion thereof will Lenders may be issued.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless by electronic communication; provided that a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth full of all outstanding Revolving Loans delivered by Borrower in accordance with this SectionSection 2.10(c)(iii), which is accompanied by a notice of termination of all Revolving Commitments delivered pursuant to Section 2.07(c), may expressly state that such notice is conditioned upon the effectiveness of new credit facilities or similar new Indebtedness and which effectiveness will result in the immediate payment in full in cash of all Obligations and the Cash Collateralization of all outstanding Letters of Credit and Bank Guarantees, in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to noon, New York City time, one Business Day prior to the specified notice effective date) if such condition is not satisfied or not reasonably likely to be satisfied (as reasonably determined by Borrower) and Borrower shall pay any amounts due under Section 2.13, if any, in connection with any such revocation. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the name case of a Borrowing of the Company or its own name same Type as provided in Section 2.02, except as necessary to apply fully the Trustee or such paying agent as it may deem advisable. In any case in which notice required amount of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Sectiona mandatory prepayment.
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement, Credit Agreement
Notice of Prepayment. The Borrower shall notify the Administrative Agent by telephone (aconfirmed by telecopy) In of any prepayment of Revolving Loans hereunder (i) in the case the Company shall desire to exercise any right to prepay all orof prepayment of a Revolving Borrowing of LIBO Rate Loans, not later than 1:00 p.m. (New York City time), three (3) Business Days (or such shorter period as the Administrative Agent may agree) before the date of prepayment or (ii) in the case may beof prepayment of a Revolving Borrowing of Base Rate Loans, a portion not later than 4:00 p.m. (New York City time), on the date of prepayment. Each such notice shall specify the Bonds in accordance with any right reserved so to doprepayment date, the Company shall, principal amount of each Revolving Borrowing or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds portion thereof to be prepaid by mailingand, first class postage prepaidin the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Each notice of prepayment pursuant to this clause (n) shall be irrevocable, except that the Borrower may, by subsequent notice to the Administrative Agent, revoke any such notice of prepayment if such notice of revocation is received not later than 10:00 a.m. (New York City time) on the day on which such prepayment not less than is scheduled to occur and, provided that (i) the Borrower reimburses each Lender pursuant to Section 3.02 for any funding losses within five (5) days Business Days after receiving written demand therefor and not more than sixty (60ii) days before the date fixed for prepayment amount of Loans as to which such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided revocation applies shall be conclusively presumed deemed converted to have been duly given(or continued as, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaid, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issued.
(bapplicable) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid Base Rate Loans in accordance with the terms provisions of Section 2.09 as of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery date of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment revocation (subject to subsequent conversion in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under accordance with the provisions of this SectionAgreement). Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.08.
Appears in 3 contracts
Samples: Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.)
Notice of Prepayment. (a) In case the Company Borrower shall desire to exercise any right to prepay all or, as the case may be, a portion of the Bonds in accordance with any right reserved so to do, the Company shall, or shall cause the Trustee to, give notify Administrative Agent by written notice of such any mandatory prepayment to holders of the Bonds required to be prepaid by mailing, first class postage prepaid, a notice of such prepayment not less than five made under Section 2.13(a) or (5b) days and not more than sixty at least three (603) days before the date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds Business Days prior to the expiration of any restriction on such prepayment provided in the terms date of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restrictionprepayment. Each such notice of prepayment shall specify the date fixed for prepayment and date, the prepayment price at which Bonds are to be prepaid, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are principal amount to be prepaid, the notice sub-paragraph of Section 2.13 pursuant to which such prepayment is made and a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice, Administrative Agent shall advise each Lender of the contents thereof and such Lender’s Pro Rata Share of the prepayment. Prepayments shall be accompanied by accrued interest to the holders of Bonds extent required by Section 2.07. In the event that Borrower shall subsequently determine that the actual amount received (and required to be prepaid pursuant to Section 2.13) exceeded the amount set forth in whole such notice (and actually prepaid pursuant to Section 2.13), Borrower shall promptly make an additional prepayment of the Term Loans in an amount equal to such excess, and Borrower shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess. Notwithstanding the foregoing, each Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) pursuant to clause (a) and (b) of this Section 2.13 by providing written notice (each, a “Rejection Notice”) to Administrative Agent and Borrower no later than 5:00 p.m. one (1) Business Day prior to the date of such prepayment as specified in part the relevant notice. Each Rejection Notice from a given Lender shall specify the particular Bonds principal amount of the mandatory prepayment of Term Loans to be so prepaidrejected by such Lender. In case any Bond is If a Lender fails to be prepaid in part only, deliver a Rejection Notice to Administrative Agent within the notice that relates time frame specified above or such Rejection Notice fails to such Bond shall state the portion of specify the principal amount thereof of the Term Loans to be prepaid and shall state that on and after rejected, any such failure will be deemed an acceptance of the prepayment date, upon surrender total amount of such Xxxx, a new Bond or Bonds in principal amount equal mandatory repayment of Term Loans. Any Declined Proceeds shall be (1) offered to the non-prepaid portion thereof will be issued.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless Lenders not so declining such prepayment on a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid pro rata basis in accordance with the terms amounts of the applicable Bond form. The Company may, if Term Loans of such Lender (with such non-declining Lenders having the right to decline any prepayment with Declined Proceeds at the time and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given specified by the Trustee or any Administrative Agent) and (2) to the extent such paying agentnon-declining Lenders elect to decline their Pro Rata Share of such Declined Proceeds, retained by Borrower and shall increase the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this SectionAvailable Amount on a dollar-for-dollar basis.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.), Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Notice of Prepayment. (a) In case Notice of each prepayment of Notes pursuant to Section 8.2 hereof shall be given by the Company shall desire to exercise any right to prepay all or, as the case may be, a portion of the Bonds in accordance with any right reserved so to do, the Company shall, or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds to be prepaid by mailing, first class postage prepaid, a notice of such prepayment not less than five (5) days and not 20 nor more than sixty (60) 40 days before the date fixed for such prepayment, by giving to each Noteholder an irrevocable notice of prepayment specifying the date of such prepayment (which shall be a Business Day), stating the aggregate principal amount of Notes to be prepaid on such date and the principal amount of the Notes to be prepaid on such date held by the Noteholder to whom such notice is sent, the accrued interest applicable to such holders at their last addresses prepayment and a preliminary calculation of the Make-Whole Premium for the Notes (calculated as they shall appear upon of the Bond Register unless a shorter period is specified in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give date of such notice to and setting forth in reasonable detail the holder of any Bond designated for prepayment calculations used in whole or in part, or any defect in the notice, shall not affect the validity computing such Make-Whole Premium and including a copy of the proceedings for source of market data used in determining the prepayment of any other BondsReinvestment Yield). In the case of any a prepayment pursuant to Section 8.2 hereof, a written calculation of Bonds the Make-Whole Premium for the Notes shall be sent to each holder of Notes to be prepaid two Business Days prior to the expiration prepayment date (setting forth as of such date in reasonable detail the calculations used in computing such Make-Whole Premiums and including a copy of the source of market data used in determining the Reinvestment Yield). Concurrently with each such notice of any restriction on such partial prepayment provided in of the terms of such Bonds or elsewhere in this IndentureNotes pursuant to Section 8.2 hereof, the Company shall furnish will obtain and deliver to each holder of Notes a new amortization schedule with respect to the Trustee with a Sole Manager’s Certificate evidencing compliance with any Notes showing the respective allocations (as between principal and interest) of installment payments for subsequent Note Payment Dates after giving effect to such restriction. Each prepayment, it being understood that such notice of prepayment shall specify allocation as between principal and interest for Note Payment Dates prior to the date fixed for prepayment and the prepayment price at which Bonds are to be prepaid, and shall state that payment final maturity of the prepayment price Notes may be determined on an optimized basis, without changing the Remaining Average Life (as such term is defined in Section 8.7 hereof) of such Bonds all payments prior to be prepaid will be made at the office or agency final maturity of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issuedNotes.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.
Appears in 2 contracts
Samples: Note Assumption and Exchange Agreement, Note Assumption and Exchange Agreement (Consolidated Edison Inc)
Notice of Prepayment. Notice of Prepayment (athe “Prepayment Notice”) In case the Company of any series of Debentures shall desire be given in writing to exercise any right to prepay all or, as the case may be, a portion of the Bonds in accordance with any right reserved so to do, the Company shall, or shall cause the Trustee to, give notice of such prepayment to and the holders of the Bonds Debentures so to be prepaid by mailing, first class postage prepaid, a notice of such prepayment not less than five (5) 30 days and not more than sixty (60) days before the date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaid, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified Prepayment (the “Prepayment Date”) in said noticethe manner provided in Section 16.2. Every such notice shall specify the aggregate principal amount of Debentures called for prepayment, accrued and unpaid interest thereon, the Prepayment Date, the Prepayment Price, and the places of payment and shall state that interest upon the principal amount of Debentures called for Prepayment shall cease to accrue and be payable from and after said date interest will cease to accruethe Prepayment Date. If less than In addition, unless all the Bonds outstanding Debentures are to be prepaid, the notice to Prepayment Notice shall specify:
(a) the holders distinguishing letters and numbers of Bonds the registered Debentures which are to be prepaid redeemed (or of such thereof as are registered in whole or the name of such Debentureholder);
(b) in part shall specify the particular Bonds case of a published notice, the distinguishing letters and numbers of the Debentures which are to be redeemed or, if such Debentures are selected pro rata or by terminal digit or other similar system, such particulars as may be sufficient to identify the Debentures so prepaid. In selected;
(c) in the case of a Global Debenture, that the Prepayment will take place in such manner as may be agreed upon by the Depository, the Trustee and the Corporation; and
(d) in all cases, the principal amounts of such Debentures or, if any Bond such Debenture is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof of such part. In the event that all Debentures to be prepaid and are registered Debentures, publication shall state that on and after not be required. If the prepayment datepayment of any Debenture called for repayment by the Corporation is not made or the payment of the purchase price of any Debenture which has been tendered in acceptance of an offer by the Corporation to purchase Debentures for cancellation is not made, in the case of a repayment upon due surrender of such Xxxx, Debenture or in the case of a new Bond or Bonds in principal amount equal to purchase on the non-prepaid portion thereof will be issued.
(b) If less than all of any class or series of the Bonds are date on which such purchase is required to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agentmade, as the case may be, then, provided the Time of Expiry has not passed, the right to convert such Bond RegisterDebentures shall revive and continue as if such Debenture had not been called for repayment or tendered in acceptance of the Corporation’s offer, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Sectionrespectively.
Appears in 2 contracts
Samples: First Supplemental Convertible Debenture Indenture (Mogo Inc.), Convertible Debenture Indenture (Mogo Finance Technology Inc.)
Notice of Prepayment. (a) In case Subject to the terms of the Notes, in the event the Company wishes to make a prepayment hereunder, the Company shall desire deliver a written irrevocable prepayment notice to exercise any right the Trustee not fewer than ten (10) Business Days prior (or such shorter period of time as may be acceptable to prepay all orthe Trustee) to the prepayment date, as and the case may beTrustee shall thereafter, a portion in the name of and at the expense of the Bonds in accordance with any right reserved so to doCompany, the Company shall, mail or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds to be prepaid by mailing, first class postage prepaid, mailed a notice of such prepayment not less fewer than five (5) days and not more than sixty (60) days before Business Days prior to the prepayment date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in such notice, to each holder of Notes or beneficial interests in the Bonds to be prepaidNotes as provided in the Note Register at its last address as the same appears on the Note Register. Any notice that is The notice, if mailed in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the registered holder receives the such notice. In any case, failure duly to give such notice by mail or any defect in the notice to the holder of any Bond designated for prepayment Notes or beneficial interest in whole or in part, or any defect in the notice, a Note shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restrictionNote. Each such notice of prepayment shall (x) specify the date fixed for prepayment and the prepayment price at which Bonds are aggregate principal amount of Notes to be prepaid, the CUSIP number or numbers of the Notes being prepaid, if any, the prepayment date, (which shall be a Business Day), the prepayment price, the place or places of payment, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will Notes or upon such other conditions as shall be paid as specified in said such notice, and that from (y) in the event any of the Senior Obligations (as defined in the Note) are outstanding, subject to the consent of NW Capital or any Replacement Lender pursuant to the terms of the Agreement, contain a certificate signed by an Officer of the Company enclosing a true and after said date interest will cease to accrue. If less than all correct copy of the Bonds are to be prepaidwritten consent of NW Capital or any Replacement Lender; provided, that, the notice certificate referred to in (y) shall only be delivered by the Company to the holders of Bonds Trustee, and not by the Trustee to be prepaid in whole or in part shall specify the particular Bonds to be so prepaidNoteholders. In case any Bond Note is to be prepaid in part only, the notice that relates to such Bond of prepayment shall state the portion of the principal amount thereof to be prepaid and and, if applicable, shall state that that, on and after the prepayment date, upon surrender of such XxxxNote, a new Bond Note or Bonds Notes in principal amount equal to the non-prepaid unpaid portion thereof will be issued.
. On or prior to the prepayment date, the Company will deposit with the Trustee or with one or more paying agents (bor, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 4.04) If less than an amount of money in immediately available funds sufficient to prepay on the prepayment date all of any class or series the sums that are payable in connection with the prepayment of the Bonds are Notes (or portions thereof) to be prepaid; provided that if such payment is made on the prepayment date, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to it must be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given received by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, by 2:00 p.m. New York City time on such Bond Registerdate. The Company shall be entitled to retain any interest, transfer books yield or other records, or suitable copies or extracts therefrom, sufficient to enable earnings on amounts deposited with the Trustee or such any paying agent pursuant to give any notice this Section 3.02 in excess of amounts required hereunder to pay the prepayment price of all Notes to be prepaid on such date. The Trustee shall select the Notes or portions thereof of the Global Note or the Notes in certificated form to be prepaid (in principal amounts of $100 or multiples thereof) by mail that may be required under lot, on a pro rata basis or by another method the provisions of this SectionTrustee deems fair and appropriate.
Appears in 2 contracts
Samples: Indenture (IMH Financial Corp), Indenture (IMH Financial Corp)
Notice of Prepayment. Borrowers shall notify the Administrative Agent by written notice of any prepayment hereunder (ai) In case the Company shall desire to exercise any right to prepay all or, as in the case may beof prepayment of a Eurodollar Borrowing, a portion of the Bonds in accordance with any right reserved so to donot later than 12:00 noon, the Company shallNew York City time, or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds to be prepaid by mailing, first class postage prepaid, a notice of such prepayment not less than five (5) days and not more than sixty (60) days three Business Days before the date fixed for of prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified and (ii) in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before the expiration date of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restrictionprepayment. Each such notice shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrowers may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked or the date of such prepayment delayed by Borrowers (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Each such notice shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaiddate, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount of each Borrowing or portion thereof to be prepaid and shall and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that a notice of optional prepayment may state that on and after such notice is conditional upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness, in which case such notice of prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal may be revoked by Borrowers (by notice to the non-prepaid portion thereof will be issued.
(b) If less than all Administrative Agent on or prior to the specified date of prepayment if such condition is not satisfied); provided, further, notwithstanding anything to the contrary contained herein, Borrowers shall remain, jointly and severally, liable for any fees loss, cost or expense of any class failure to prepay (whether or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15not such condition is satisfied) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with Section 2.14. Promptly following receipt of any such notice, the terms Administrative Agent shall advise the Lenders of the applicable Bond formcontents thereof. The Company may, if and whenever it Each partial prepayment of any Borrowing shall so elect, by delivery be in an amount that would be permitted in the case of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part a Credit Extension of the Bonds for same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment and of a Borrowing shall be applied ratably to give notice of prepayment the Loans included in the manner set forth prepaid Borrowing and otherwise in accordance with this Section, such notice Section 2.11. Prepayments shall be accompanied by accrued interest to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given extent required by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this SectionSection 2.06.
Appears in 2 contracts
Samples: Credit Agreement (TiVo Corp), Credit Agreement (Rovi Corp)
Notice of Prepayment. (a) In case Subject to the terms of the Notes, in the event the Company wishes to make a prepayment hereunder, the Company shall desire deliver a written irrevocable prepayment notice to exercise any right the Trustee not fewer than ten (10) Business Days prior (or such shorter period of time as may be acceptable to prepay all orthe Trustee) to the prepayment date, as and the case may beTrustee shall thereafter, a portion in the name of and at the expense of the Bonds in accordance with any right reserved so to doCompany, the Company shall, mail or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds to be prepaid by mailing, first class postage prepaid, mailed a notice of such prepayment not less fewer than five (5) days and not more than sixty (60) days before Business Days prior to the prepayment date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in such notice, to each holder of Notes or beneficial interests in the Bonds to be prepaidNotes as provided in the Note Register at its last address as the same appears on the Note Register. Any notice that is The notice, if mailed in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the registered holder receives the such notice. In any case, failure duly to give such notice by mail or any defect in the notice to the holder of any Bond designated for prepayment Notes or beneficial interest in whole or in part, or any defect in the notice, a Note shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restrictionNote. Each such notice of prepayment shall (x) specify the date fixed for prepayment and the prepayment price at which Bonds are aggregate principal amount of Notes to be prepaid, the CUSIP number or numbers of the Notes being prepaid, if any, the prepayment date, (which shall be a Business Day), the prepayment price, the place or places of payment, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will Notes or upon such other conditions as shall be paid as specified in said such notice, and that from (y) in the event any of the Senior Indebtedness (as defined in the Note) are outstanding, contain a certificate signed by an Officer of the Company enclosing a true and after said date interest will cease to accrue. If less than all correct copy of the Bonds are to be prepaidwritten consent of the holder of such Senior Indebtedness; provided, that, the notice certificate referred to in (y) shall only be delivered by the Company to the holders of Bonds Trustee, and not by the Trustee to be prepaid in whole or in part shall specify the particular Bonds to be so prepaidNoteholders. In case any Bond Note is to be prepaid in part only, the notice that relates to such Bond of prepayment shall state the portion of the principal amount thereof to be prepaid and and, if applicable, shall state that that, on and after the prepayment date, upon surrender of such XxxxNote, a new Bond Note or Bonds Notes in principal amount equal to the non-prepaid unpaid portion thereof will be issued.
. On or prior to the prepayment date, the Company will deposit with the Trustee or with one or more paying agents (bor, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 4.04) If less than an amount of money in immediately available funds sufficient to prepay on the prepayment date all of any class or series the sums that are payable in connection with the prepayment of the Bonds are Notes (or portions thereof) to be prepaid; provided that if such payment is made on the prepayment date, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to it must be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given received by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, by 2:00 p.m. New York City time on such Bond Registerdate. The Company shall be entitled to retain any interest, transfer books yield or other records, or suitable copies or extracts therefrom, sufficient to enable earnings on amounts deposited with the Trustee or such any paying agent pursuant to give any notice this Section 3.03 in excess of amounts required hereunder to pay the prepayment price of all Notes to be prepaid on such date. The Trustee shall select the Notes or portions thereof of the Global Note or the Notes in certificated form to be prepaid (in principal amounts of $100 or multiples thereof) by mail that may be required under lot, on a pro rata basis or by another method the provisions of this SectionTrustee deems fair and appropriate.
Appears in 2 contracts
Samples: Indenture (IMH Financial Corp), Indenture (IMH Financial Corp)
Notice of Prepayment. (a) In case Notice of prepayment shall be mailed by first class mail by the Company shall desire to exercise any right to prepay all orTrustee, as on behalf and at the case may be, a portion expense of the Bonds in accordance with any right reserved so to doCity, the Company shall, or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds to be prepaid by mailing, first class postage prepaid, a notice of such prepayment not less than five (5) days and not 30 nor more than sixty (60) 60 days before the date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice prior to the holder prepayment date to the respective Owners of any Bond Certificates designated for prepayment in whole or in part, or any defect in at their addresses appearing on the notice, shall not affect the validity bond registration books of the proceedings for the Trustee. The Trustee shall also provide such additional notice of prepayment of any other Bonds. In Certificates at the case of any prepayment of Bonds prior to time and as may be required by the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restrictionMSRB. Each such notice of prepayment shall specify state the date fixed for prepayment of such notice, the Certificates to be redeemed, the Series and date of issue of such Certificates, the prepayment price at which Bonds date, the prepayment price, the place or places of prepayment (including the name and appropriate address or addresses), the CUSIP number (if any) of the maturity or maturities, and, if less than all of any such maturity are to be prepaidredeemed, and shall state that payment the distinctive certificate numbers of the prepayment price Certificates of such Bonds maturity to be prepaid will be made at redeemed and, in the office or agency case of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are Certificates to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid redeemed in part only, the notice that relates to such Bond shall state the portion respective portions of the principal amount thereof to be prepaid and redeemed. Each such notice shall also state that such prepayment may be rescinded by the City and that, unless such prepayment is so rescinded, and provided that on said date funds are available for payment in full of the Certificates then called for prepayment, on said date there will become due and after payable on each of such Certificates the prepayment price thereof or of said specified portion of the principal amount thereof in the case of a Certificate to be redeemed in part only, together with interest accrued thereon to the prepayment date, upon surrender and that from and after such prepayment date interest thereon shall cease to accrue, and shall require that such Certificates be then surrendered at the address or addresses of the Trustee specified in the prepayment notice. Failure by the Trustee to give notice pursuant to this Section to any one or more of the information services or securities depositories, or the insufficiency of any such Xxxx, a new Bond or Bonds notice shall not affect the sufficiency of the proceedings for prepayment. The failure of any Owner to receive any prepayment notice mailed to such Owner and any defect in principal amount equal the notice so mailed shall not affect the sufficiency of the proceedings for prepayment. The City shall have the right to rescind any optional prepayment by written notice to the non-prepaid portion thereof will be issued.
(b) If less than all of any class Trustee on or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory prior to the Trustee) in advance date fixed for prepayment. Any notice of prepayment shall be cancelled and annulled if for any reason funds are not available on the date fixed for prepayment as to for the aggregate principal amount payment in full of Bonds to be prepaidthe Certificates then called for prepayment, and the Company’s selection such cancellation shall not constitute an Event of the specific Bonds to be repaid in accordance with the terms of the applicable Bond formDefault hereunder. The Company may, if and whenever it Trustee shall so elect, by delivery mail notice of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice such rescission of prepayment in the same manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which original notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Sectionwas sent.
Appears in 1 contract
Samples: Trust Agreement
Notice of Prepayment. (a) In case Notice of prepayment identifying the Company shall desire to exercise any right to prepay all or, as the case may be, a portion of the 2014 Bonds in accordance with any right reserved so to do, the Company shall, or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds portions thereof to be prepaid shall be given by mailing, first class postage prepaid, a notice of such prepayment the Trustee in writing not less than five (5) 30 days and not nor more than sixty (60) 60 days before the date fixed for prepayment (1) to the North Carolina Local Government Commission by Mail, (2)(A) to DTC or its nominee as permitted or required by DTC’s rules and procedures or (B) if DTC or its nominee is no longer the Owner of the 2014 Bonds, by Mail to the then-registered Owners of 2014 Bonds or portions thereof to be prepaid at the last address shown on the registration books kept by the Trustee, and (3) to the Municipal Securities Rulemaking Board (the “MSRB”) through the MSRB’s Electronic Municipal Market Access system or any other system pursuant to the procedures promulgated by the MSRB. Notwithstanding the foregoing, (1) if notice is properly given, the failure to receive an appropriate notice shall not affect the validity of the proceedings for such holders at their last addresses as they prepayment, (2) the failure to give any such notice or any defect therein shall appear upon not affect the Bond Register unless a shorter period is specified validity of the proceedings for the prepayment of the 2014 Bonds or portions thereof with respect to which notice was correctly given, and (3) the failure to give any such notice to the parties described in clause (1) or (3) in the preceding paragraph, or any defect therein, shall not affect the validity of any proceedings for the prepayment of the 2014 Bonds. Notice of prepayment shall specify, as applicable, (1) that the 2014 Bonds or a designated portion thereof are to be prepaid, (2) the CUSIP numbers of the 2014 Bond or 2014 Bonds to be prepaid (unless all the 2014 Bonds are being prepaid), (3) the prepayment date, (4) the prepayment price, (5) the prepayment agent’s name and address, (6) the date of original execution and delivery date of the 2014 Bonds, (7) the interest rate with respect to the 2014 Bond, (8) the maturity date of the 2014 Bond and (9) if a prepayment in part, called amounts for prepaid bonds. Any notice that mailed as provided in this Section is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder Owner receives the notice. In any case, failure duly to give such notice to If at the holder time of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not affect the validity mailing of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify there has not been deposited with the date fixed Trustee moneys sufficient to prepay all the 2014 Bonds or portions thereof called for prepayment, which moneys are or will be available for prepayment and the prepayment price at which Bonds are to be prepaidof 2014 Bonds, and shall such notice will state that payment it is conditional on the deposit of the prepayment price moneys with the Trustee not later than the opening of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that business on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issued.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name is of the Company or its own name as the Trustee or no effect unless such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Sectionmoneys are so deposited.
Appears in 1 contract
Samples: Supplemental Indenture
Notice of Prepayment. To exercise an option granted in or to perform an obligation required by this Article VII (aother than an obligation to make Rental Payments with respect to a mandatory redemption of Series 1990A Bonds pursuant to Section 4.1(b) In case (ii) (B) (I) (3) or (5) of the Indenture) , the Company shall, at least 5 Business Days prior to the date on which the Trustee must give notice by mail to the Bondholders of any prepayment, give written notice to the Issuer and the Trustee specifying the date upon which any prepayment will be made (which date shall desire be the date of redemption of the Series 1990A Bonds contemplated by such option or obligation), the redemption premium, if any and the principal amount of any such redemption; provided, however, that if such notice is being given with respect to exercise a prepayment of less than all of the Series 1990A Bonds and if the then current Interest Rate Period is a Term Interest Rate Period of six months or more, such notice of prepayment shall be delivered to the Trustee not less than 15 days prior to the date by which the Trustee must give notice by mail to the Bondholders. If the Company fails to give such notice of a prepayment required by this Section 7.5, such notice may be given by the Issuer, by the Trustee or by any right holder or holders of 10% or more in aggregate principal amount of the series 1990A Bonds Outstanding. The Issuer and the Trustee, at the request of the Company or any such Bondholder, shall forthwith take all steps necessary under the applicable provisions of the Indenture (except that neither the Issuer nor the Trustee shall be required to prepay make payment of any money required for such redemption except from Revenues) to effect redemption of all or, or part of the then Outstanding Series 1990A as the case may be, a portion on the earliest practicable date thereafter on which such redemption may be made under applicable provisions of the Bonds in accordance with any right reserved so to do, the Company shall, or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds to be prepaid by mailing, first class postage prepaid, a notice of such prepayment not less than five (5) days and not more than sixty (60) days before the date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaid, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issued.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.
Appears in 1 contract
Samples: Lease Agreement (Enron Corp/Or/)
Notice of Prepayment. Borrower shall notify Administrative Agent by written notice of any prepayment hereunder (ai) In case the Company shall desire to exercise any right to prepay all or, as in the case may beof prepayment of a Eurodollar Borrowing, a portion of the Bonds in accordance with any right reserved so to donot later than 11:00 a.m., the Company shallNew York City time, or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds to be prepaid by mailing, first class postage prepaid, a notice of such prepayment not less than five (5) days and not more than sixty (60) days three Business Days before the date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified of prepayment, (ii) in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the expiration date of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restrictionprepayment. Each such notice shall be irrevocable; provided that a notice of prepayment delivered by Borrower may state that such notice is conditioned upon the effectiveness of another credit facility or the closing of a securities offering, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Each such notice shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaiddate, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount of each Borrowing or portion thereof to be prepaid and shall state that on and after and, in the prepayment datecase of a mandatory prepayment, upon surrender a reasonably detailed calculation of the amount of such Xxxxprepayment. Promptly following receipt of any such notice, Administrative Agent shall advise the Lenders of the contents thereof and of such Lender’s pro rata share of the prepayment. Each Term Lender may reject all or a new Bond or Bonds in principal amount equal portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Loans required to the non-prepaid portion thereof will be issued.
made pursuant to (b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ by providing written notice (unless each, a shorter period is satisfactory “Rejection Notice”) to the Trustee) in advance of Administrative Agent and the Borrower no later than 5:00 p.m. one Business Day after the date fixed for prepayment as to of such Lender’s receipt of notice from the aggregate Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of Bonds the mandatory repayment of Loans to be prepaid, and rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Company’s selection Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the specific Bonds Loans to be repaid rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Loans. Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment on a pro rata basis in accordance with the terms amounts of the applicable Bond form. The Company may, if Loans of such Lender (with such non-declining Lenders having the right to decline any prepayment with Declined Proceeds at the time and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given specified by the Trustee or Administrative Agent). To the extent such non-declining Lenders elect to decline their pro rata share of such Declined Proceeds, any Declined Proceeds remaining thereafter shall be retained by the Borrower (such paying agentremaining Declined Proceeds, the Company “Borrower Retained Prepayment Amounts”). Prepayments shall deliver or cause be accompanied by accrued interest to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice extent required by mail that may be required under the provisions of this SectionSection 2.06.
Appears in 1 contract
Notice of Prepayment. The Relevant Borrower shall notify the Administrative Agent by telecopy or electronic transmission of any prepayment of the Loans hereunder (ai) In case the Company shall desire to exercise any right to prepay all or, as in the case may beof prepayment of a Borrowing of LIBOR Rate Loans, not later than 12:00 p.m., New York City time, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of a portion Borrowing of Base Rate Loans, not later than 12:00 p.m., New York City time, on the Bonds date of prepayment and (iii) in the case of a prepayment of a Borrowing of Fixed Rate Loans in accordance with any right reserved so to doSchedule 1.01C hereof. Each such notice shall specify the prepayment date, the Company shall, principal amount of each Borrowing or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds portion thereof to be prepaid by mailingand, first class postage prepaidin the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Each notice of prepayment pursuant to this Section shall be irrevocable, except that such Borrower may, by subsequent notice to the Administrative Agent, revoke any such notice of prepayment if such notice of revocation is received not later than 10:00 a.m. (New York City time) on the day on which such prepayment not less than is scheduled to occur and, provided that (i) such Borrower reimburses each Lender pursuant to Section 3.02 for any funding losses within five (5) days Business Days after receiving written demand therefor and not more than sixty (60ii) days before the date fixed for prepayment amount of Loans as to which such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided revocation applies shall be conclusively presumed deemed converted to have been duly given(or continued as, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaid, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issued.
(bapplicable) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid Base Rate Loans in accordance with the terms provisions of Section 2.08 as of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery date of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment revocation (subject to subsequent conversion in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under accordance with the provisions of this Section.Agreement). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory CHAR1\0000000x0
Appears in 1 contract
Notice of Prepayment. (a) In case the Company shall desire When prepayment of Certificates is required pursuant to exercise any right to prepay all or, as the case may be, a portion of the Bonds in accordance with any right reserved so to doSection 312 hereof, the Company shall, or Trustee shall cause the Trustee to, give notice of the prepayment of such Certificates, which notice shall specify the maturities of the Certificates to be prepaid, the CUSIP numbers (which shall be for informational purposes only and shall not affect the validity of such notice), the Prepayment Date and the place or places where amounts due upon such prepayment to holders will be payable and, if less than all of the Bonds Certificates of a Series are to be prepaid, the letters and numbers or other distinguishing marks of such Certificates to be prepaid, and, in the case of Certificates to be prepaid by mailingin part only, first class such notice shall also specify the respective portions of the principal amounts thereof to be prepaid. Such notice shall further state that on such date there shall become due and payable with respect to each Certificate to be prepaid the Prepayment Price thereof, or the Prepayment Price of the specified portions of the principal thereof to be prepaid in part only, together with interest accrued to the Prepayment Date, and that from and after such date interest thereon shall cease to accrue and be payable. The Trustee shall mail a copy of such notice, postage prepaid, a notice of such prepayment not less than five (5) days and not more than sixty (60) 30 days before the date fixed for Prepayment Date in the case of optional prepayment, extraordinary prepayment resulting from damage, destruction or condemnation of Facilities or mandatory sinking fund prepayment, and not less than 5 days nor more than 10 days before the Prepayment Date in the case of extraordinary prepayment resulting from termination of all Leases as a result of nonappropriation or default by the Governing Board, to such holders the Holders of any Certificates or portions of Certificates which are to be prepaid, at their last addresses as they shall appear appearing upon the Bond Register unless a shorter period is specified in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly givenregistry books, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or but any defect in the notice, notice to a particular Certificate Holder shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaid, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issuedCertificates.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.
Appears in 1 contract
Samples: Master Trust Agreement
Notice of Prepayment. (a) In case the Company shall desire to exercise any right to prepay all or, as the case may be, a portion of the Bonds in accordance with any right reserved so to do, the Company shall, or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds to be prepaid by mailing, first class postage prepaid, a notice of such prepayment not less than five (5) days and not more than sixty (60) days before the date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate Company certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaid, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issued.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Managerthe Company, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.
Appears in 1 contract
Notice of Prepayment. The Borrower shall notify the Administrative Agent of any prepayment hereunder by delivering a Notice of Prepayment in respect of such Loan by telecopy or electronic transmission (aif arrangements for doing so have been approved by the Administrative Agent) In case the Company shall desire to exercise any right to prepay all or, as (i) in the case may beof prepayment of a Borrowing of Eurodollar Rate Loans, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment or (ii) in the case of prepayment of a portion Borrowing of Base Rate Loans, not later than 12:00 noon, New York City time, on the Bonds in accordance with any right reserved so to dodate of prepayment. Each such Notice of Prepayment shall specify the prepayment date, the Company shall, principal amount of each Borrowing or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds portion thereof to be prepaid by mailingand, first class postage prepaidin the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Each Notice of Prepayment pursuant to this Section shall be irrevocable, except that the Borrower may, by subsequent notice to the Administrative Agent, revoke any such Notice of Prepayment if such notice of revocation is received not later than 10:00 a.m. (New York City time) on the day on which such prepayment not less than is scheduled to occur and, provided that (i) the Borrower reimburses each Lender pursuant to Section 3.05 for any funding losses within five (5) days Business Days after receiving written demand therefor and not more than sixty (60ii) days before the date fixed for prepayment amount of Loans as to which such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided revocation applies shall be conclusively presumed deemed converted to have been duly given(or continued as, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaid, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issued.
(bapplicable) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid Base Rate Loans in accordance with the terms provisions of Section 2.08 as of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery date of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment revocation (subject to subsequent conversion in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under accordance with the provisions of this SectionAgreement). Promptly following receipt of any such Notice of Prepayment, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.06.
Appears in 1 contract
Samples: Senior Secured Super Priority Priming Debtor in Possession Credit Agreement (Cenveo, Inc)
Notice of Prepayment. (a) In case the Company shall desire to exercise any the right to prepay all or, as the case may be, a portion of the Bonds Securities in accordance with any right reserved so to dotheir terms, the Company shall, or it shall cause the Trustee to, give notice of such fix a date for prepayment to holders of the Bonds to be prepaid by mailing, first class postage prepaid, and shall mail a notice of such prepayment not less than five (5) days at least 30 and not more than sixty (60) 60 days before prior to the date fixed for prepayment to such the holders of Securities so to be prepaid at their last addresses as they the same appear on the Security Register. Such mailing shall appear upon the Bond Register unless a shorter period is specified in the Bonds to be prepaidby first class mail. Any The notice that is if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the such notice. In any case, failure duly to give such notice by mail or any defect in the notice to the holder of any Bond Security designated for prepayment in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restrictionSecurity. Each such notice of prepayment shall specify the date fixed for prepayment and CUSIP number, if any, of the prepayment price at which Bonds are Securities to be prepaid, and shall state the date fixed for prepayment, the Special Event Redemption Price (or the method by which the Special Event Prepayment Price is to be calculated), the place or places of payment, that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bondsthe Securities, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from on and after said date interest thereon will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that By 10:00 a.m. New York time on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds date specified in principal amount equal to the non-prepaid portion thereof will be issued.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth given as provided in this Section, such notice to be in the name of the Company or its own name as will deposit with the Trustee or such with one or more paying agent as it may deem advisable. In any case in which notice agents an amount of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, money sufficient to enable prepay the Trustee or such paying agent to give any notice by mail that may be required under Securities at the provisions of this SectionSpecial Event Prepayment Price.
Appears in 1 contract
Notice of Prepayment. (a) In case Notice of prepayment shall be given by the Company shall desire to exercise any right to prepay all or, as in the case may be, a portion of the Bonds manner provided for in accordance with any right reserved so to do, the Company shall, or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds to be prepaid by mailing, first class postage prepaid, a notice of such prepayment Section 106 not less than five (5) days and not 3 Business Days nor more than sixty (60) 10 days before the date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this IndenturePrepayment Date, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify the date fixed for prepayment and the prepayment price at which Bonds to each Holder whose Securities are to be prepaid, and .
(b) All notices of prepayment shall state that payment of state:
(i) the Prepayment Date,
(ii) whether the prepayment price of such Bonds is being made pursuant to be prepaid will be made at Section 901 or Section 902;
(iii) the office or agency of Prepayment Price payable as provided in Section 906, if any,
(iv) in case the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds Securities are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state (A) the portion of the principal amount thereof of the Securities to be prepaid and shall state that prepaid, (B) that, with respect to any Holder of certificated Securities, (1) on and after the prepayment datePrepayment Date, upon surrender of such XxxxSecurity, such Holder will receive, without charge, a new Bond Security or Bonds in Securities for the principal amount equal to thereof remaining after such prepayment and (2) the non-prepaid portion thereof will be issued.
(b) If less than all of any class place or series of the Bonds places where such Securities are to be prepaidsurrendered for receipt of replacement Securities, and
(v) that on the Company shall give Prepayment Date the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to Prepayment Price will become due and payable upon each such Security, or the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds portion thereof, to be prepaid, and that interest thereon will cease to accrue on and after said date on the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall portion thereof so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which prepaid.
(c) Once notice of prepayment is to be given by the Trustee or any Company in accordance with Section 106 hereof, payment of such paying agent, Prepayment Price by the Company shall deliver or cause to becomes irrevocably due and payable on the Prepayment Date. A notice of prepayment may not be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Sectionconditional.
Appears in 1 contract
Samples: Indenture (Warnaco Group Inc /De/)
Notice of Prepayment. (a) In case the Company Notice of prepayment shall desire to exercise any right to prepay all or, as the case may be, a portion of the Bonds in accordance with any right reserved so to do, the Company shall, or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds to be prepaid by mailingmailed, first class postage prepaid, a notice to the respective Owners of such any Certificates designated for prepayment not less than five (5) at their addresses appearing on the Certificate registration books and to the Information Services and by registered or certified or overnight mail or electronically to the Securities Depository at least 20 days and but not more than sixty (60) 60 days before the date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restrictiondate. Each such notice of prepayment shall specify state the date fixed for of notice, the prepayment date, the place or places of prepayment and the prepayment price at which Bonds are to be prepaidPrepayment Price, and shall state that payment of designate the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxxmaturities, Xxxxx 000CUSIP numbers, Xxxxxxif any, XX 00000and, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If if less than all the Bonds are of any such maturity is to be prepaid, the notice to respective portions of the holders of Bonds principal amount thereof to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In Each such notice shall also state that on said date there will become due and payable on each of said Certificates the Prepayment Price thereof or of said specified portion of the principal represented thereby in the case any Bond is of a Certificate to be prepaid in part only, the notice that relates together with interest accrued with respect thereto to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of and that (provided that moneys for prepayment have been deposited with the Trustee) from and after such Xxxxprepayment date interest with respect thereto shall cease to accrue, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will and shall require that such Certificate be issued.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory then surrendered to the Trustee) . Any defect in advance the notice or the mailing will not affect the validity of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond formany Certificate. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice Notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to Certificates shall be given by the Trustee on behalf of and at the expense of the District. With respect to any notice of optional prepayment of Certificates, such notice may state that such prepayment shall be conditional upon the receipt by the Trustee on or any prior to the date fixed for such paying agentprepayment of moneys that are sufficient to pay the principal of, premium, if any, and interest with respect to such Certificates to be prepaid and that, if such moneys shall not have been so received, said notice shall be of no force and effect and the Trustee shall not be required to prepay such Certificates. In the event that such notice of prepayment contains such a condition and such moneys are not so received, the Company prepayment shall deliver or cause to not be delivered tomade, or permit to remain with, and the Trustee or shall within a reasonable time thereafter give notice, in the manner in which the notice of prepayment was given, that such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Sectionmoneys were not so received.
Appears in 1 contract
Samples: Trust Agreement
Notice of Prepayment. (a) In case the Company shall desire to exercise any right to prepay all or, as the case may be, a portion Notice of the Bonds in accordance with any right reserved so to do, the Company shall, or shall cause the Trustee to, give notice of such intended prepayment to holders of the Bonds to Funding Loan shall be prepaid given by mailing, the Fiscal Agent by first class mail, postage prepaid, a notice of or by overnight delivery service, to the Funding Lender. All such prepayment notices shall be given not less than five ten (510) days and (not less than thirty (30) days in the case of optional prepayment) nor more than sixty (60) days before prior to the date fixed for prepayment. Notices of prepayment shall state (i) the prepayment date, (ii) the prepayment amount, and (iii) the place or places where amounts due upon such prepayment will be payable. Notice of such prepayment shall also be sent by first class mail, postage prepaid, or by overnight delivery service, to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified Servicer, not later than the time of mailing of notices required by the first paragraph above, and in any event no later than simultaneously with the Bonds mailing of notices required by the first paragraph above; provided, that neither failure to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give receive such notice to the holder of any Bond designated for prepayment in whole or in part, or nor any defect in the notice, any notice so mailed shall not affect the validity sufficiency of the proceedings for the prepayment of the Funding Loan. Notwithstanding the foregoing, in the event the Fiscal Agent is not collecting and remitting loan payments hereunder, the Fiscal Agent shall have no obligation to send prepayment notices pursuant to this Section 3.02.
Section 4.01 Pledge of Revenues and Assets; Establishment of Funds. The pledge 2.02 hereof shall attach, be perfected and be valid and binding from and after the time of the closing of the Funding Loan and delivery of the Governmental Note by the Fiscal Agent or by any other BondsPerson authorized by the Fiscal Agent to deliver the Governmental Note. In The Pledged Security so pledged and then or thereafter received by the case Fiscal Agent shall immediately be subject to the lien of such pledge and security interest without any prepayment physical delivery thereof or further act, and the lien of Bonds such pledge and security interest shall be valid and binding and prior to the expiration claims of any restriction on and all parties having claims of any kind in tort, contract or otherwise against the Governmental Lender irrespective of whether such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such parties have notice of prepayment shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaid, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issuedthereof.
(a) Revenue Fund;
(b) If less than all Loan Payment Fund;
(c) Loan Prepayment Fund;
(d) Administration Fund;
(e) Cost of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.Issuance Fund; and
Appears in 1 contract
Samples: Funding Loan Agreement
Notice of Prepayment. The Borrower shall notify the Administrative Agent by telephone (aconfirmed by telecopy) In of any prepayment of Revolving Loans hereunder (i) in the case the Company shall desire to exercise any right to prepay all orof prepayment of a Revolving Borrowing of SOFR Loans, not later than 1:00 p.m. (New York City time), three (3) Business Days (or such shorter period as the Administrative Agent may agree) before the date of prepayment or (ii) in the case may beof prepayment of a Revolving Borrowing of Base Rate Loans, a portion not later than 4:00 p.m. (New York City time), on the date of prepayment. Each such notice shall specify the Bonds in accordance with any right reserved so to doprepayment date, the Company shall, principal amount of each Revolving Borrowing or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds portion thereof to be prepaid by mailingand, first class postage prepaidin the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Each notice of prepayment pursuant to this clause (m) shall be irrevocable, except that the Borrower may, by subsequent notice to the Administrative Agent, revoke any such notice of prepayment if such notice of revocation is received not later than 10:00 a.m. (New York City time) on the day on which such prepayment not less than is scheduled to occur and, provided that (i) the Borrower reimburses each Lender pursuant to this Section 5.02 for any funding losses within five (5) days Business Days after receiving written demand therefor and not more than sixty (60ii) days before the date fixed for prepayment amount of Loans as to which such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided revocation applies shall be conclusively presumed deemed converted to have been duly given(or continued as, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaid, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issued.
(bapplicable) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid Base Rate Loans in accordance with the terms provisions of Section 2.09 as of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery date of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment revocation (subject to subsequent conversion in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under accordance with the provisions of this Section.Agreement). Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory
Appears in 1 contract
Notice of Prepayment. (a) In case the Company shall desire to exercise any right to prepay all or, as the case may be, a portion After receipt of the Bonds notice specified in accordance with any right reserved so Section 4.1 of the Master Financing Contract and Section 4.3 of the Master Financing Lease, notice of prepayment pursuant to dothis Section 4.01 shall be given by the Trustee, not less than 20 nor more than 60 days prior to the Prepayment Date, to (i) the State Treasurer, (ii) the Owner of each Certificate affected at the address shown on the Certificate Register on the date such notice is mailed, (iii) the Securities Depositories, and (iv) the MSRB. Each notice of prepayment shall state the date of such notice, the Company shall, or shall cause the Trustee to, give notice of such prepayment to holders Dated Date of the Bonds Certificates, the Prepayment Date, the Prepayment Prices, the place or places of prepayment (including the name and address of the Trustee), the CUSIP number of the Certificates being prepaid, the Principal Component due evidenced and represented by the Certificates, the numbers of the Certificates or portions thereof to be prepaid by mailing, first class postage prepaid, a notice and the Principal Payment Dates of such prepayment not less than five (5) days and not more than sixty (60) days before the date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in the Bonds Certificates to be prepaid. Any Such notice also shall state that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not interest evidenced and represented by the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond Certificates designated for prepayment in whole shall cease to accrue from and after such Prepayment Date, and that on such date there will become due and payable with respect to each of such Certificates the Prepayment Price of such Certificate to be prepaid, and interest, if any, accrued thereon to the Prepayment Date. Such notice shall require that such Certificates be then surrendered at the address or in part, or any defect addresses of the Trustee specified in the prepayment notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of an optional or extraordinary prepayment, such prepayment is conditioned on the receipt by the Trustee of sufficient funds for such prepayment. If the Trustee does not receive funds sufficient to carry out a prepayment, the prepayment notice may be rescinded by further notice given to the Owners of the affected Certificates. A notice of optional or extraordinary prepayment may state that the State retains the right to rescind the notice and the related prepayment by giving a notice of rescission to the affected Owners at any prepayment of Bonds time prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaid, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the scheduled prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issued.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.
Appears in 1 contract
Samples: Fiscal Agency Services Agreement
Notice of Prepayment. (a) In case Subject to the terms of the Notes, in the event the Company wishes to make a prepayment hereunder, the Company shall desire deliver a written irrevocable prepayment notice to exercise any right the Trustee not fewer than ten (10) Business Days prior (or such shorter period of time as may be acceptable to prepay all orthe Trustee) to the prepayment date, as and the case may beTrustee shall thereafter, a portion in the name of and at the expense of the Bonds in accordance with any right reserved so to doCompany, the Company shall, mail or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds to be prepaid by mailing, first class postage prepaid, mailed a notice of such prepayment not less fewer than five (5) days and not more than sixty (60) days before Business Days prior to the prepayment date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in such notice, to each holder of Notes or beneficial interests in the Bonds to be prepaidNotes as provided in the Note Register at its last address as the same appears on the Note Register. Any notice that is The notice, if mailed in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the registered holder receives the such notice. In any case, failure duly to give such notice by mail or any defect in the notice to the holder of any Bond designated for prepayment Notes or beneficial interest in whole or in part, or any defect in the notice, a Note shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restrictionNote. Each such notice of prepayment shall (x) specify the date fixed for prepayment and the prepayment price at which Bonds are aggregate principal amount of Notes to be prepaid, the CUSIP number or numbers of the Notes being prepaid, if any, the prepayment date, (which shall be a Business Day), the prepayment price, the place or places of payment, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will Notes or upon such other conditions as shall be paid as specified in said such notice, and that from (y) in the event any of the Senior Obligations (as defined in the Note) are outstanding, subject to the consent of NW Capital pursuant to the terms of the Agreement, contain a certificate signed by an Officer of the Company enclosing a true and after said date interest will cease to accrue. If less than all correct copy of the Bonds are to be prepaidwritten consent of NW Capital; provided, that, the notice certificate referred to in (y) shall only be delivered by the Company to the holders of Bonds Trustee, and not by the Trustee to be prepaid in whole or in part shall specify the particular Bonds to be so prepaidNoteholders. In case any Bond Note is to be prepaid in part only, the notice that relates to such Bond of prepayment shall state the portion of the principal amount thereof to be prepaid and and, if applicable, shall state that that, on and after the prepayment date, upon surrender of such XxxxNote, a new Bond Note or Bonds Notes in principal amount equal to the non-prepaid unpaid portion thereof will be issued.
. On or prior to the prepayment date, the Company will deposit with the Trustee or with one or more paying agents (bor, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 4.04) If less than an amount of money in immediately available funds sufficient to prepay on the prepayment date all of any class or series the sums that are payable in connection with the prepayment of the Bonds are Notes (or portions thereof) to be prepaid; provided that if such payment is made on the prepayment date, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to it must be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given received by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, by 2:00 p.m. New York City time on such Bond Registerdate. The Company shall be entitled to retain any interest, transfer books yield or other records, or suitable copies or extracts therefrom, sufficient to enable earnings on amounts deposited with the Trustee or such any paying agent pursuant to give any notice this Section 3.02 in excess of amounts required hereunder to pay the prepayment price of all Notes to be prepaid on such date. The Trustee shall select the Notes or portions thereof of the Global Note or the Notes in certificated form to be prepaid (in principal amounts of $100 or multiples thereof) by mail that may be required under lot, on a pro rata basis or by another method the provisions of this SectionTrustee deems fair and appropriate.
Appears in 1 contract
Samples: Indenture (IMH Financial Corp)
Notice of Prepayment. When prepayment is authorized pursuant to Section 4.01 hereof, the Trustee shall give notice, at the expense of the City, of the prepayment of the Certificates. The notice of prepayment shall specify: (a) In case the Company shall desire to exercise any right to prepay all or, as Series of Certificates and the individual Certificates or designated portions thereof (in the case may beof prepayment of any Series of Certificates in part but not in whole) which are to be prepaid, a portion (b) the date of prepayment, (c) the place or places where the prepayment will be made, including the name and address of any paying agent, (d) the prepayment price, (e) the CUSIP numbers assigned to the Certificates to be prepaid, (f) the numbers of the Bonds in accordance with any right reserved so to do, the Company shall, or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds Certificates to be prepaid by mailingin whole or in part and, first class postage in the case of any Certificates to be prepaid in part only, the amount of such Certificates to be prepaid, a and (g) the stated Principal Payment Date of each Certificate to be prepaid in whole or in part. Such notice of prepayment shall further state that on the specified date there shall become due and payable upon each Certificate or portion thereof being prepaid the prepayment price, together with interest accrued to the prepayment date thereon, and that from and after such prepayment not less than five date interest evidenced thereby shall cease to accrue and be payable. The Trustee shall take the following actions with respect to such notice of prepayment:
(5a) days and At least thirty (30) but not more than sixty (60) days before prior to the date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in the Bonds to be prepaid. Any date, notice that is mailed in the manner herein provided of prepayment shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice given to the holder respective Owners of any Bond such Certificates designated for prepayment in whole by first-class mail, postage prepaid, at their addresses appearing on the registration books required to be kept by the Trustee as of the close of business on the day before such notice of prepayment is given.
(b) At the time notice of prepayment is given to the Owners pursuant to Section 4.03(a) hereof, notice of prepayment shall be given by (i) first-class mail, postage prepaid, (ii) facsimile transmission or in part(iii) overnight delivery service, to Securities Depositories and Information Services. The actual receipt by the Owner or any defect of the Securities Depositories or Information Services specified in the notice, subsections (b) hereof of any notice of such prepayment shall not be a condition precedent to prepayment, and neither failure to receive such notice nor any defect therein shall affect the validity of the proceedings for the prepayment of any other Bonds. In such Certificates or the case cessation of any prepayment of Bonds prior to the expiration of any restriction interest evidenced thereby on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify the date fixed for prepayment. A certificate by the Trustee that notice of prepayment has been given to Owners or any of the Securities Depositories or Information Services specified in subsections (b) hereof as herein provided shall be conclusive as against all parties, and no Owner whose Certificate is called for prepayment may object thereto or object to the cessation of interest evidenced thereby on the fixed prepayment date by any claim or showing that said Owner failed to actually receive such notice of prepayment. The Trustee shall give notice of prepayment of any Certificates to be prepaid upon receipt of a Written Request of the City (which request shall be given to the Trustee at least forty-five (45) days prior to the date fixed for prepayment), but, in the case of a prepayment pursuant to Sections 4.01(a) only after the City shall have made a prepaid Base Rental Payment to the Trustee and the prepayment price at which Bonds are Trustee shall have deposited in the appropriate account within the Prepayment Fund established pursuant to be prepaid, and shall state that Section 5.02(c) hereof such prepaid Base Rental Payment in an amount sufficient for the payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated evidenced by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are Certificates to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issued.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance together with the terms estimated expense of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, giving such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Sectionnotice.
Appears in 1 contract
Samples: Trust Agreement
Notice of Prepayment. (a) In case Notice of prepayment with respect to any series of Notes shall be given by first-class mail, postage prepaid, mailed by the Company shall desire date specified in the Supplemental Indenture creating such series to exercise any right to prepay all or, as the case may be, a portion each Holder of the Bonds in accordance with any right reserved so to do, the Company shall, or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds Notes to be prepaid by mailing, first class postage prepaid, a notice at the address of such prepayment not less than five (5) days and not more than sixty (60) days before the date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified Holder appearing in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, Note Register; but neither failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or nor any defect in the notice, any notice so given shall not affect the validity of the proceedings for the prepayment of any other BondsNote not affected by such failure or defect. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice All notices of prepayment shall specify state:
(a) the date fixed for prepayment Prepayment Date,
(b) the Prepayment Price,
(c) the name (including series designation), Stated Maturity and CUSIP numbers of the prepayment price at which Bonds are Notes to be prepaid, and shall state that payment the Principal Amount of the prepayment price Notes of such Bonds each series to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxxprepaid, Xxxxx 000and, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If if less than all the Bonds outstanding Notes of a series are to be prepaid, the notice identification (and, in the case of partial prepayment, the respective Principal Amounts) of the Notes of each series to be prepaid,
(d) that, on the holders Prepayment Date, the Prepayment Price of Bonds and accrued interest on each such Note will become due and payable and that interest on each such Note shall cease to accrue on and after such date,
(e) the place or places where such Notes are to be surrendered for payment of the Prepayment Price thereof and accrued interest thereon, and
(f) if it be the case, that such Notes are to be prepaid in whole or in part shall specify by the particular Bonds to be so prepaidapplication of certain specified trust moneys and for certain specified reasons. In case Within sixty (60) days after any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such XxxxPrepayment Date, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issued.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give second notice of prepayment shall be given, in the manner set forth in this Sectiondescribed above, such notice to be in the name Holder of any Note that was not presented for prepayment within thirty (30) days after the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this SectionPrepayment Date.
Appears in 1 contract
Samples: Indenture of Trust (Collegiate Funding Services Inc)
Notice of Prepayment. The Borrower shall notify the Administrative Agent (a) In case the Company shall desire to exercise any right to prepay all orand, as in the case may be, of prepayment of a portion of the Bonds in accordance with any right reserved so to doSwingline Loan, the Company shallSwingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Fixed Rate Borrowing or Set Rate Borrowing, or shall cause the Trustee tonot later than 12:00 noon, give notice of such prepayment to holders of the Bonds to be prepaid by mailingNew York City time, first class postage prepaid, a notice of such prepayment not less than five (5) days and not more than sixty (60) days three Business Days before the date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified of prepayment, and (ii) in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to an ABR Borrowing, any Dollar Swingline Borrowings or any Variable Rate Borrowing, not later than 12:00 noon, New York City time, on the expiration Business Day of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restrictionprepayment. Each such notice of prepayment shall be irrevocable and shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaiddate, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount of each Borrowing or portion thereof to be prepaid and shall state that on and after and, in the prepayment datecase of a mandatory prepayment, upon surrender a reasonably detailed calculation of the amount of such Xxxx, prepayment; provided that (A) if a new Bond or Bonds notice of optional prepayment is given in principal amount equal to the non-prepaid portion thereof will be issued.
(b) If less than all connection with a conditional notice of any class or series termination of the Bonds are to Revolving Commitments as contemplated by Section 2.09, then such notice of prepayment may be prepaid, the Company shall give the Trustee at least fifteen (15) days’ revoked if such notice (unless a shorter period of termination is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid revoked in accordance with Section 2.09 and (B) a notice of prepayment of Term Borrowings pursuant to paragraph (a) of this Section may state that such notice is conditioned upon the terms occurrence of one or more events specified therein, in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the applicable Bond form. The Company mayClass (or with respect to Competitive Borrowings, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part applicable Lenders) of the Bonds for contents thereof. Each partial prepayment and to give notice of prepayment any Borrowing (other than a Competitive Borrowing) shall be in an amount that would be permitted in the manner set forth case of an advance of a Borrowing of the same Class and Type as provided in this SectionSection 2.02, such notice except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the name of prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given extent required by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this SectionSection 2.13.
Appears in 1 contract
Notice of Prepayment. (a) In case the Company shall desire Whenever prepayment of 2019 Certificates is to exercise any right to prepay all or, as the case may be, a portion of the Bonds in accordance with any right reserved so to dobe made, the Company shall, or Trustee shall cause the Trustee to, give notice of the prepayment of such 2019 Certificates, which notice shall specify the prepayment date, the prepayment price and the place or places where such prepayment to holders price will be payable and, if less than all of the Bonds 2019 Certificates are to be prepaid, the numbers or other distinguishing marks of such 2019 Certificates so to be prepaid, and, in the case of 2019 Certificates to be prepaid in part only, such notice shall also specify the respective portions of the principal amounts thereof to be prepaid. Such notice shall further state that on such date there shall become due and payable upon each 2019 Certificate to be prepaid the price of such 2019 Certificate or the specified portion thereof in the case of a 2019 Certificate to be prepaid in part only, together with interest accrued to the prepayment date, and that from and after such date interest thereon shall cease to accrue and be payable on such 2019 Certificate or portion thereof so to be prepaid. In the case of an optional prepayment pursuant to Section 4.2(a) hereof, such notice shall further state that it is conditioned upon the deposit of moneys, in an amount equal to the amount necessary to effect the prepayment, with the Trustee no later than the prepayment date and such notice and optional prepayment shall be of no effect if such moneys are not so deposited.
(b) Such notice shall be given by mailingmailing a copy of such notice, first class United States mail postage prepaid, a notice of such prepayment not less than five (5) 30 days and not nor more than sixty (60) 60 days before the date fixed for prepayment date, to such holders all Owners of any 2019 Certificates or portions of 2019 Certificates that are to be prepaid at their last addresses as they shall appear appearing upon the Bond Register unless a shorter period is specified in the Bonds Register, but failure so to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the mail any such notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any a defect in the such notice, as to any 2019 Certificate shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaid, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issued2019 Certificate.
(bc) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory In addition to the Trusteenotice called for in subsections (a) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaidand (b), and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it further notice shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee as set out below, but no defect in said further notice or any failure to give all or any portion of such paying agentfurther notice shall in any manner defeat the effectiveness of a call for prepayment or result in a breach of trust by the Trustee of notice thereof given as above prescribed:
(i) Each further notice of prepayment given hereunder shall contain the information required above for an official notice of prepayment plus (A) the CUSIP numbers of all 2019 Certificates being prepaid; (B) the date of execution and delivery of the 2019 Certificates as originally executed and delivered; (C) the rate of interest borne by each 2019 Certificate being prepaid; (D) the specified principal payment date of each 2019 Certificate being prepaid; and (E) any other descriptive information needed to identify accurately the 2019 Certificates being prepaid.
(ii) Each further notice of prepayment shall be sent at least 35 days before the prepayment date, return receipt requested, to all registered securities depositories that are registered owners of the 2019 Certificates then in the business of holding substantial amounts of obligations of types such as the 2019 Certificates (such as, at the time of execution and delivery of this Trust Agreement, DTC) and to one or more national information services that disseminate notices of prepayment of obligations such as the 2019 Certificates (such as, at the time of execution and delivery of this Trust Agreement, the Company Electronic Municipal Market Access System of the Municipal Securities Rulemaking Board).
(d) A second notice of prepayment shall deliver or cause be given within 60 days after the prepayment date in the manner required above to be delivered to, or permit to remain with, each of the Trustee or such paying agent, as Owners of the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable 2019 Certificates designated for prepayment that have not been presented for payment within 30 days after the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Sectionprepayment date.
Appears in 1 contract
Samples: Trust Agreement
Notice of Prepayment. When prepayment is authorized or required pursuant to Sections 4.2, 4.3 or 4.4, the Trustee shall give notice of the prepayment of the affected Certificates. Such notice shall specify: (a) In case that the Company Certificates or a designated portion thereof are to be prepaid, (b) the CUSIP numbers, the numbers and dates of maturity of the Certificates to be prepaid, (c) the date of prepayment, and (d) the place or places where the prepayment will be made. Such notice shall desire further state that on the specified date there shall become due and payable upon each Certificate to exercise any right to prepay all orbe prepaid, as the case may be, a portion of the Bonds in accordance Principal Component to be prepaid, together with any right reserved so the Interest Component accrued to dosaid date, and that from and after such date the Company shall, or Interest Component shall cause the Trustee to, give notice cease to accrue and be payable. Notice of such prepayment to holders of the Bonds to shall be prepaid mailed by mailing, first class mail, postage prepaid, a notice to the City, the Corporation and the respective Owners of such any Certificates designated for prepayment at their addresses appearing on the Certificate registration books, not less than five (5) days and 30 days, but not more than sixty (60) days before 60 days, prior to the date fixed for prepayment date; provided, that neither failure to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give receive such notice to the holder of any Bond designated for prepayment in whole or in part, or nor any defect in any notice so mailed shall affect the noticesufficiency of the proceedings for the prepayment of such Certificates. Failure by an Owner, securities depository or information service to receive notice as provided in this Trust Agreement shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restrictionprepayment. Each such notice check or other transfer of prepayment shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaid, and shall state that payment of the prepayment price of such Bonds to be prepaid will be funds issued or made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issued.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any for the purpose of prepaying the Certificates shall to the extent practicable identify by designation and maturity the Certificates being prepaid with the proceeds of such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books check or other recordstransfer. Failure by an Owner, or suitable copies or extracts therefrom, sufficient listed above to enable receive notice as provided herein shall not affect the Trustee or such paying agent to give any notice by mail that may be required under validity of the provisions of this Sectionprepayment.
Appears in 1 contract
Samples: Trust Agreement
Notice of Prepayment. (a) In case the Company shall desire When prepayment is authorized or required pursuant to exercise any right to prepay all or, as the case may be, a portion of the Bonds in accordance with any right reserved so to doSection 3.01, the Company shall, or Trustee shall cause the Trustee to, give notice of such the prepayment to holders of the Bonds Certificates on behalf and at the expense of the County. Such notice shall state the Trustee’s name and address, the date of original execution and delivery, the prepayment date and prepayment price and, if less than all of the then Outstanding Certificates are to be called for prepayment, shall designate the CUSIP numbers, the Certificate numbers, and the amounts of the Certificates to be prepaid by mailinggiving the individual number of each Certificate or by stating that all Certificates between two stated numbers, both inclusive, have been called for prepayment or by stating that all of the Certificates of one or more maturities have been called for prepayment, and shall require that such Certificates be surrendered on the prepayment date at the Office of the Trustee for prepayment at said prepayment price, giving notice also that further interest represented by the Certificates will not accrue from and after the prepayment date. Such notice shall further state that on the prepayment date there shall become due and payable, the principal and premium, if any, represented by each Certificate together with accrued interest represented thereby to said date, and that from and after such date interest represented thereby shall cease to accrue and be payable. Notice of such prepayment shall be mailed by first class mail with postage prepaid, a notice to one or more of such the Information Services, and to the Owners of Certificates designated for prepayment not less than five at their respective addresses appearing on the Registration Books, at least twenty (520) days and but not more than sixty (60) days before prior to the date fixed for prepayment date. Such notice shall, in addition to such holders at their last addresses as they shall appear upon setting forth the Bond Register unless a shorter period is specified above information, set forth, in the Bonds case of each Certificate called only in part, the portion of the principal represented thereby which is to be prepaid. Any notice ; provided, however, that is mailed in the manner herein provided shall be conclusively presumed neither failure to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give receive such notice to the holder of any Bond designated for prepayment in whole or in part, or so mailed nor any defect in the notice, any notice so mailed shall not affect the validity sufficiency of the proceedings for the prepayment of such Certificates or the cessation of accrual of interest represented thereby from and after the date fixed for prepayment. The County shall have the right to rescind any other Bonds. In notice of prepayment delivered by the case of any prepayment of Bonds Trustee as provided under this Section 3.03, by written notice to the Trustee no later than one Business Day prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restrictiondate fixed for prepayment. Each such Any notice of optional prepayment shall specify be cancelled and annulled if for any reason funds are not available on the date fixed for prepayment and for the prepayment price at which Bonds are to be prepaidpayment in full of the Certificates then called for prepayment, and such cancellation shall state that payment not constitute an Event of the Default hereunder. The Trustee shall deliver notice of rescission of prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified Owners in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issued.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give same manner notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Sectionwas originally provided.
Appears in 1 contract
Samples: Trust Agreement
Notice of Prepayment. (a) In case Notice of prepayment shall be given in the Company shall desire to exercise any right to prepay all or, as the case may be, a portion of the Bonds manner provided for in accordance with any right reserved so to do, the Company shall, or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds to be prepaid by mailing, first class postage prepaid, a notice of such prepayment Section 106 not less than five (5) days and not 3 Business Days nor more than sixty (60) 10 days before the date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this IndenturePrepayment Date, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify the date fixed for prepayment and the prepayment price at which Bonds to each Holder whose Securities are to be prepaid, and .
(b) All notices of prepayment shall state that payment of state:
(i) the Prepayment Date,
(ii) whether the prepayment price is being made pursuant to Section 901 or Section 902;
(iii) the prepayment amount and the amount of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that accrued interest accrued to the date fixed for prepayment will be paid Prepayment Date payable as specified provided in said noticeSection 906, and that from and after said date interest will cease to accrue. If less than all if any,
(iv) in case the Bonds Securities are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state (A) the portion of the principal amount thereof of the Securities to be prepaid and shall state that prepaid, (B) that, with respect to any Holder of certificated Securities, (1) on and after the prepayment datePrepayment Date, upon surrender of such XxxxSecurity, such Holder will receive, without charge, a new Bond Security or Bonds in Securities for the principal amount equal to thereof remaining after such prepayment and (2) the non-prepaid portion thereof will be issued.
(b) If less than all of any class place or series of the Bonds places where such Securities are to be prepaidsurrendered for receipt of replacement Securities, and
(v) that on the Company shall give Prepayment Date the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to Prepayment Price will become due and payable upon each such Security, or the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds portion thereof, to be prepaid, and that interest thereon will cease to accrue on and after said date on the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall portion thereof so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which prepaid.
(c) Once notice of prepayment is to be given in accordance with Section 106 hereof, payment of such Prepayment Price by the Trustee or any such paying agent, Company becomes irrevocably due and payable on the Company shall deliver or cause to Prepayment Date. A notice of prepayment may not be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Sectionconditional.
Appears in 1 contract
Samples: Indenture (Warnaco Group Inc /De/)
Notice of Prepayment. (a) In case the Company shall desire to exercise any right to prepay all or, as the case may be, a portion After receipt of the Bonds notice specified in accordance with any right reserved so to doSection 4.1 of the Master Financing Contract and Section 4.3 of the Master Financing Lease, the Company shall, or shall cause the Trustee to, give notice of such prepayment pursuant to holders of Section 4.01 hereof shall be given by the Bonds to be prepaid by mailing, first class postage prepaid, a notice of such prepayment Fiscal Agent not less than five thirty (530) days and not nor more than sixty (60) days before the date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration Prepayment Date, to (i) the State Treasurer, (ii) the Owner of any restriction each Certificate affected at the address shown on the Certificate Register on the date such prepayment provided in notice is mailed, (iii) the terms of such Bonds or elsewhere in this IndentureSecurities Depositories, and (iv) to the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restrictionMSRB. Each such notice of prepayment shall specify state the date fixed for of such notice, the date of execution and delivery of the Certificates, the Prepayment Date, the Prepayment Prices, the place or places of prepayment (including the name and appropriate address or addresses of the prepayment price at which Bonds are Fiscal Agent), the CUSIP number of the Certificates being prepaid, the source of the funds to be prepaidused for such prepayment, the Principal Component due evidenced and shall state that payment represented by the Certificates, the distinctive certificate numbers of the prepayment price of such Bonds to be prepaid will be made at the office Certificates or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are portions thereof to be prepaid, the notice to rate or rates of interest evidenced and represented by the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issued.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds Certificates to be prepaid, and the Company’s selection Principal Payment Dates of the specific Bonds Certificates to be repaid in accordance prepaid. Such notice shall also state that the interest evidenced and represented by the Certificates designated for prepayment shall cease to accrue from and after such Prepayment Date, and that on said date there will become due and payable with respect to each of said Certificates the terms Prepayment Price of such Certificate to be prepaid, and interest, if any, accrued thereon to the Prepayment Date. Such notice shall require that such Certificates be then surrendered at the address or addresses of the applicable Bond formFiscal Agent specified in the prepayment notice. The Company mayWith respect to any notice of optional prepayment of Certificates unless, upon the giving of such notice, such Certificates shall be deemed to have been paid within the meaning of Article X hereof or unless the Fiscal Agent has cash or Government Obligations sufficient to pay Prepayment Price, such notice may state that such prepayment shall be conditional upon the receipt by the Fiscal Agent on or prior to the date fixed for such prepayment of moneys sufficient to pay the Prepayment Price due evidenced and represented by such Certificates and interest payable with respect thereto, and that if such moneys shall not have been so received said notice shall be of no force and whenever it effect and the Fiscal Agent shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct not be required to prepay such Certificates. In the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give event that such notice of prepayment contains such a condition and such moneys are not so received, the prepayment shall not be made and the Fiscal Agent shall within a reasonable time thereafter give notice, in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which the notice of prepayment is to be given by the Trustee or any was given, that such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Sectionmoneys were not so received.
Appears in 1 contract
Samples: Trust Agreement
Notice of Prepayment. When prepayment is authorized or required under Section 3.01, the Trustee, upon written instruction from the District given at least 60 days prior to the date set for prepayment, shall give notice of the prepayment of the Certificates on behalf and at the expense of the District. Such notice must:
(a) In case state the Company shall desire prepayment date and prepayment price;
(b) state the numbers or maturities of the Certificates to exercise any right be prepaid, if less than all of the then Outstanding Certificates are to prepay all orbe called for prepayment;
(c) if a Certificate is to be prepaid only in part, as identify the case may be, a portion of the Bonds in accordance with any right reserved so Certificate which is to do, be prepaid;
(d) require that such Certificates be surrendered on the Company shall, or shall cause prepayment date at the Office of the Trustee tofor prepayment at said prepayment price;
(e) state that interest represented by the Certificates will not accrue from and after the prepayment date; and
(f) state that on the prepayment date the principal and premium, give notice of if any, represented by each Certificate will become due and payable, together with accrued interest represented thereby to the prepayment date, and that from and after such prepayment date interest represented thereby ceases to holders accrue and be payable. The Trustee has no liability for any designation of the Bonds CUSIP numbers of the Certificates to be prepaid, and neither the failure to identify the CUSIP numbers of the Certificates to be prepaid by mailing, first class postage prepaid, a notice nor any incorrect designation of such prepayment not less than five (5) days and not more than sixty (60) days before the date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not CUSIP numbers will affect the validity sufficiency of the proceedings for the prepayment of any other Bonds. In such Certificates or the case cessation of any prepayment accrual of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify interest represented thereby from and after the date fixed for prepayment. The Trustee shall mail notice of prepayment by first class mail with postage prepaid, or deliver by an acceptable electronic means, to the Information Services and the prepayment price at which Bonds are to be prepaidSecurities Depositories, and to the Owners of Certificates designated for prepayment at their respective addresses appearing on the Registration Books, at least 30 days but not more than 60 days prior to the prepayment date. Trustee shall state that payment also file such notice on the same day with the Municipal Securities Rulemaking Board (“MSRB”) through its Electronic Municipal Market Access (“EMMA”) website. In addition, notice of prepayment of the Certificates shall be given to Certificate Insurer at the same time as such notice is given to Certificate Owners. Neither the failure to receive any such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the prepayment price of such Bonds to be prepaid will be made at Certificates or the office or agency cessation of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation accrual of interest represented thereby from and surrender of such Bonds, that interest accrued to after the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issuedprepayment.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.
Appears in 1 contract
Samples: Trust Agreement
Notice of Prepayment. (a) In case the Company The Trustee shall desire to exercise any right to prepay all or, as the case may be, a portion of the Bonds in accordance with any right reserved so to do, the Company shall, or shall cause the Trustee to, give mail (by first class mail) notice of such any prepayment to holders the respective Owners of any Certificates designated for prepayment at their respective addresses appearing on the Bonds to be prepaid by mailing, first class postage prepaid, a notice of such prepayment not less than five (5) days and Registration Books at least 30 but not more than sixty (60) 60 days before prior to the date fixed for prepayment. Such notice shall state the date of the notice, the prepayment date, the prepayment place and the prepayment price and shall designate the CUSIP numbers, if any, the Certificate numbers and the stated Principal Payment Date or Principal Payment Dates of the Certificates to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified be prepaid (except in the Bonds to event of prepayment of all of the Certificates in whole), and shall require that such Certificates be prepaid. Any notice that is mailed in then surrendered at the manner herein provided shall be conclusively presumed to have been duly given, whether or not Principal Office of the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond designated Trustee for prepayment in whole or in partat the prepayment price, or giving notice also that further interest evidenced by such Certificates will not accrue from and after the date fixed for prepayment. Neither the failure to receive any notice so mailed, nor any defect in the such notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case Certificates or the cessation of any prepayment accrual of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify interest evidenced thereby from and after the date fixed for prepayment.
(b) With respect to any notice of any optional prepayment and of Certificates, unless at the time such notice is given the Certificates to be prepaid shall be deemed to have been paid within the meaning of Section 10.02 hereof, such notice shall state that such prepayment is conditional upon receipt by the Trustee, on or prior to the date fixed for such prepayment, of moneys that, together with other available amounts held by the Trustee, are sufficient to pay the prepayment price at which Bonds are of, and accrued interest evidenced by, the Certificates to be prepaid, and that if such moneys shall state that payment not have been so received said notice shall be of the prepayment price of no force and effect and such Bonds to Certificates shall not be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are required to be prepaid. In the event a notice of prepayment of Certificates contains such a condition and such moneys are not so received, the prepayment of Certificates as described in the conditional notice of prepayment shall not be made and the Trustee shall, within a reasonable time after the date on which such prepayment was to occur, give notice to the holders of Bonds to be prepaid Persons and in whole or the manner in part shall specify which the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issued.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Sectionwas given, that such moneys were not so received and that there shall be no prepayment of Certificates pursuant to such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Sectionprepayment.
Appears in 1 contract
Samples: Trust Agreement
Notice of Prepayment. (a) In case the Company shall desire to exercise any right to prepay all or, as the case may be, a portion of the Bonds in accordance with any right reserved so to doWhen prepayment is authorized or required under Section 4.01, the Company shall, or Trustee shall cause the Trustee to, give notice of such the prepayment to holders of the Bonds Certificates on behalf and at the expense of the District. Such notice shall state the prepayment date and prepayment price and, if less than all of the then Outstanding Certificates of any maturity are to be called for prepayment, shall designate the numbers of the Certificates to be prepaid by mailinggiving the individual number of each Certificate or by stating that all Certificates between two stated numbers, both inclusive, have been called for prepayment or by stating that all of the Certificates of one or more maturities have been called for prepayment, and shall require that such Certificates be surrendered on the designated prepayment date at the Corporate Trust Office of the Trustee for prepayment at said prepayment price. Such notice shall further state that on the specified date there shall come due and payable upon each Certificate, the principal and premium, if any, together with interest accrued to said date, and that from and after such date interest with respect thereto shall cease to accrue and be payable. Notice of such prepayment shall be mailed by first class mail with postage prepaid, a to one or more of the Information Services, and the Owners of Certificates designated for prepayment at their respective addresses appearing on the Registration Books. Such notice of such prepayment not less than five (5) shall be mailed at least 20 days and but not more than sixty (60) 60 days before prior to the date fixed for prepayment date. In addition, notice of prepayment shall be given by telecopy or certified, registered or overnight mail to each of the Securities Depositories at the time of such holders at their last addresses as they shall appear upon mailing to the Bond Register unless a shorter period is specified Certificate Owners. Such notice shall, in addition to setting forth the above information, set forth, in the Bonds case of each Certificate called only in part, the portion of the principal represented thereby which is to be prepaid. Any notice ; provided, however, that is mailed in the manner herein provided shall be conclusively presumed neither failure to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give receive such notice to the holder of any Bond designated for prepayment in whole or in part, or so mailed nor any defect in the notice, any notice so mailed shall not affect the validity sufficiency of the proceedings for the prepayment of such Certificates or the cessation of accrual of interest represented thereby from and after the date fixed for prepayment. The District has the right to rescind any other Bonds. In notice of the case of any optional prepayment of Bonds the Certificates by written notice to the Trustee on or prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restrictiondated fixed for prepayment. Each such Any notice of optional prepayment shall specify be canceled and annulled if for any reason funds will not be or are not available on the date fixed for prepayment for the payment in full of the Certificates then called for prepayment, and such cancellation shall not constitute an Event of Default. The District and the prepayment price at which Bonds are Trustee have no liability to be prepaid, and the Certificate Owners or any other party related to or arising from such rescission of prepayment. The Trustee shall state that payment of the prepayment price mail notice of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issued.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice rescission of prepayment in the same manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which original notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required was sent under the provisions of this Section.
Appears in 1 contract
Samples: Installment Sale Agreement
Notice of Prepayment. (a) In case Subject to the provisions of Section 3.07 hereof, at least 10 days but not more than 60 days before a prepayment date, the Company shall desire to exercise any right to prepay all or, as the case may be, a portion of the Bonds in accordance with any right reserved so to do, the Company shall, mail or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds to be prepaid mailed by mailing, first class postage prepaidmail, a notice of prepayment to each Holder whose Notes are to be prepaid at its registered address. The notice shall identify the Notes to be prepaid and shall state:
(A) the prepayment date;
(B) the prepayment price for the Notes and accrued and unpaid Fixed Interest, if any;
(C) if any Note is being prepaid in part, the portion of the principal amount of such Note to be prepaid and that, after the prepayment date, upon surrender of such Note, a new Note or Notes in principal amount equal to the portion not less than five being prepaid shall be issued;
(5D) days the name and not more than sixty address of the Paying Agent;
(60E) days before the date fixed that Notes called for prepayment must be surrendered to the Paying Agent to collect the prepayment price;
(F) that, unless the Company defaults in making such holders prepayment, Fixed Interest on Notes called for prepayment ceases to accrue on and after the prepayment date;
(G) the paragraph of the Notes and/or section of this Indenture pursuant to which the Notes called for prepayment are being prepaid; and
(H) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. At the Company's request, the Trustee shall give the notice of prepayment in the Company's name and at their last addresses as they the Company's expense; provided, however, that the Company shall appear upon have delivered to the Bond Register unless a Trustee, at least 30 days, or such shorter period is specified as the Trustee may agree, prior to the prepayment date an Officer's Certificate and an order directing that the Trustee give such notice and setting forth the information to be stated in the Bonds to be prepaidnotice as provided in the preceding paragraph. Any The notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, given whether or not the registered holder Holder receives the such notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaid, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issued.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.
Appears in 1 contract
Samples: Indenture (Finova Group Inc)
Notice of Prepayment. Notice of prepayment shall be given by the Company by first-class mail, postage prepaid, mailed not less than 10 Business Days prior to the Prepayment Date, to each Lender of Loans to be prepaid, at such Lender’s address appearing in the Loan Register. In connection with a prepayment pursuant to Section 9(a) hereof, such notice may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent. All notices of prepayment shall state:
(a1) In the Prepayment Date;
(2) the Prepayment Price;
(3) if less than all Outstanding Loans are to be prepaid, the identification of the particular Loans to be prepaid;
(4) in the case of a Loan to be prepaid in part, the principal amount of such Loan to be prepaid and that after the Prepayment Date upon surrender of the Note evidencing such Loan, new Note or Notes in the aggregate principal amount equal to the unprepaid portion thereof will be issued;
(5) that Notes evidencing Loans called for prepayment must be surrendered to the Company to collect the Prepayment Price;
(6) that on the Prepayment Date and, if applicable, upon the satisfaction of any conditions to such prepayment set forth in such notice of prepayment, the Prepayment Price will become due and payable upon each such Loan or portion thereof, and that (unless the Company shall desire to exercise any right to prepay all or, as the case may be, a portion default in payment of the Bonds Prepayment Price) interest thereon shall cease to accrue on and after said date;
(7) the place or places where such Loans are to be surrendered for payment of the Prepayment Price; and
(8) the paragraph of the Loans and/or Section of this Agreement pursuant to which the Loans called for prepayment are being prepaid. In addition, if such prepayment is subject to satisfaction of one or more conditions precedent, such notice of prepayment shall describe each such condition, and if applicable, shall state that, in accordance with any right reserved so to dothe Company’s discretion, the Company shallPrepayment Date may be delayed until such time as any or all such conditions shall be satisfied, or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds to may not occur and such notice may be prepaid by mailing, first class postage prepaid, a notice of such prepayment not less than five (5) days and not more than sixty (60) days before the date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified rescinded in the Bonds to be prepaidevent that any or all such conditions shall not have been satisfied by the Prepayment Date as stated in such notice, or by the Prepayment Date as so delayed. Any The notice that is if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder Lender receives the such notice. In any case, failure duly to give mail such notice to the holder of any Bond designated for prepayment in whole or in partnotice, or any defect in the noticeany notice so mailed, to any particular Lender of any Loan designated for prepayment as a whole or in part shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaid, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issuedLoan.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.
Appears in 1 contract
Notice of Prepayment. Borrower shall give Lender irrevocable written notice of any optional prepayment pursuant to this Section 3.1 not fewer than thirty (a30) In case days prior to the Company shall desire to exercise any right to prepay all orprepayment date, as specifying (i) such prepayment date, (ii) the case may be, a portion aggregate amount of the Bonds in accordance payment by Borrower proposed to be made on such date and (iii) that such optional prepayment is to be made pursuant to this Section 3.1. Lender shall provide Borrower with any right reserved so to do, a calculation reflecting the Company shall, or shall cause the Trustee to, give notice application of such prepayment to holders the Obligations (including any premium or fees, costs or expenses then due) and the principal of the Bonds to be prepaid by mailing, first class postage prepaid, a notice of Loans remaining outstanding after such prepayment not less than five (5) days and not more than sixty (60) days before has been applied. Notwithstanding the date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly givenforegoing, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaid, and shall state that payment delivered in connection with any refinancing of the prepayment price Loans with the proceeds of such Bonds refinancing or of any incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be prepaid will be made at be, contingent upon the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender consummation of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole refinancing or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender incurrence or occurrence of such Xxxxidentifiable event or condition and may be revoked by Borrower in the event such contingency is not met. Notwithstanding the foregoing, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issued.
event Lender elects to, in lieu of receiving prepayment thereof, have any Conversion Amount (bas defined in the Convertible Note) If less than all converted into Class A Common Stock of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid Borrower in accordance with the terms provisions of the applicable Bond form. The Company mayConvertible Note, if PIK Interest on the amount of principal converted from and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct after the Trustee or any paying agent to call all or any part date of the Bonds for prepayment and to give notice of prepayment in the manner set forth referenced in this SectionSection 3.1.2, through the date of such notice election, shall not accrue and shall be deemed to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Sectionforgiven.
Appears in 1 contract
Notice of Prepayment. (a) In case When prepayment is authorized pursuant to this Article or any Supplemental Agreement, the Company Trustee shall desire give notice of the prepayment of the Notes as provided for in this Section or as provided for in the Supplemental Agreement relating to exercise the particular Series of Notes to be prepaid. Unless otherwise provided in a Supplemental Trust Agreement for a particular Series of Notes, such notice shall specify (a) the Notes or a designated portion thereof are to be prepaid, (b) the CUSIP numbers of the Notes to be prepaid and if less than all of the Notes of any right particular maturity of a Series of Notes are to prepay all orbe prepaid, as the case may becertificate numbers of such Notes, a if any, (c) the prepayment price, (d) the date of such notice and the date of prepayment, (e) the place or places where the prepayment will be made and (f) descriptive information regarding the Notes to be prepaid, including the dated date, interest rates and stated maturity date. Such notice shall further state that on the date specified for prepayment, there shall become due and payable upon each Note or portion thereof to be prepaid the portion of the Bonds principal amount represented by such Note to be prepaid, together with interest accrued to said date, and that from and after such date, provided that moneys therefor have been deposited with the Trustee, interest with respect thereto shall cease to accrue and be payable.
(b) Unless otherwise provided in accordance with any right reserved so to doa Supplemental Trust Agreement for a particular Series of Notes, the Company shall, or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds to shall be prepaid sent by mailingfirst-class mail, first class postage prepaid, a notice of such prepayment not less than five to (5i) days the Owners at their addresses appearing on the Note registration books and (ii) the Local Government Commission, at least thirty (30) days, but not more than sixty (60) days before days, prior to the date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in the Bonds to be prepaid. Any notice prepayment; provided, however, that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of Securities Depository shall be sent by electronic delivery or other means authorized by the Securities Depository's rules and procedures, and provided further that any Bond designated such notice shall be sent by electronic delivery or other authorized means to the Municipal Securities Rulemaking Board for prepayment in whole posting on the “EMMA” continuing disclosure system or in partto any successor system, and provided further that failure to provide any such notice to any Owner or any defect in the notice, therein shall not affect the validity of the proceedings for such prepayment as to the Notes of any Owner who received proper notice. The failure to give any such notice to the Local Government Commission or to the Municipal Securities Rulemaking Board, or any defect therein, shall not affect the validity of any proceedings for the prepayment of any other Bonds. In the case Notes.
(c) Any notice of any prepayment of Bonds may state that the prepayment to be effected is conditioned upon the receipt by the Trustee on or prior to the expiration prepayment date of any restriction on such prepayment provided in moneys sufficient to pay the terms of such Bonds or elsewhere in this Indentureprincipal and premium, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaidif any, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued with respect to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof Notes to be prepaid and that if such moneys are not so received, such notice shall state be of no force or effect and such Notes shall not be required to be prepaid. In the event that such notice contains such a condition and moneys sufficient to pay the principal and premium, if any, and interest with respect to such Notes are not received by the Trustee on and after or prior to the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will prepayment shall not be issued.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaidmade, and the Company’s selection of Trustee shall within a reasonable time thereafter give notice, in the specific Bonds to be repaid manner in accordance with which the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Sectionwas given, that such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Sectionmoneys were not so received.
Appears in 1 contract
Samples: Master Trust Agreement
Notice of Prepayment. (a) In case the Company shall desire to exercise any right to prepay all or, as the case may be, a portion Notice of the Bonds in accordance with any right reserved so to do, the Company shall, or shall cause the Trustee to, give notice of such intended prepayment to holders of the Bonds to Funding Loan shall be prepaid given by mailing, the Fiscal Agent by first class mail, postage prepaid, a notice of or by overnight delivery service, to the Funding Lender. All such prepayment notices shall be given not less than five ten (510) days and (not less than thirty (30) days in the case of optional prepayment) nor more than sixty (60) days before prior to the date fixed for prepayment. Notices of prepayment shall state (i) the prepayment date, (ii) the prepayment amount, and (iii) the place or places where amounts due upon such prepayment will be payable. Notice of such prepayment shall also be sent by first class mail, postage prepaid, or by overnight delivery service, to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified Servicer, not later than the time of mailing of notices required by the first paragraph above, and in any event no later than simultaneously with the Bonds mailing of notices required by the first paragraph above; provided, that neither failure to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give receive such notice to the holder of any Bond designated for prepayment in whole or in part, or nor any defect in the notice, any notice so mailed shall not affect the validity sufficiency of the proceedings for the prepayment of the Funding Loan. Notwithstanding the foregoing, in the event the Fiscal Agent is not collecting and remitting loan payments hereunder, the Fiscal Agent shall have no obligation to send prepayment notices pursuant to this Section 3.02. Section 4.01. Pledge of Revenues and Assets; Establishment of Funds. The pledge 2.02 hereof shall attach, be perfected and be valid and binding from and after the time of the closing of the Funding Loan and delivery of the Governmental Note by the Fiscal Agent or by any other BondsPerson authorized by the Fiscal Agent to deliver the Governmental Note. In The Pledged Security so pledged and then or thereafter received by the case Fiscal Agent shall immediately be subject to the lien of such pledge and security interest without any prepayment physical delivery thereof or further act, and the lien of Bonds such pledge and security interest shall be valid and binding and prior to the expiration claims of any restriction on and all parties having claims of any kind in tort, contract or otherwise against the Governmental Lender irrespective of whether such prepayment provided in parties have notice thereof. In addition to the terms of such Bonds or elsewhere in this IndentureProject Loan Fund established pursuant to Section 2.11 hereof, the Company Fiscal Agent shall furnish establish, maintain and hold in trust the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice following funds and accounts, each of prepayment which is hereby established and each of which shall specify the date fixed for prepayment be disbursed and the prepayment price at which Bonds are to be prepaid, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid applied only as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issued.herein authorized:
(a) Revenue Fund;
(b) If less than all Loan Payment Fund;
(c) Loan Prepayment Fund;
(d) Administration Fund;
(e) Cost of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.Issuance Fund; and
Appears in 1 contract
Samples: Funding Loan Agreement
Notice of Prepayment. When prepayment is authorized or required under Section 3.01, the Trustee shall give notice of the prepayment of the Certificates on behalf and at the expense of the District. Such notice must:
(a) In case state the Company shall desire prepayment date and prepayment price;
(b) state the numbers or maturities of the Certificates to exercise any right be prepaid, if less than all of the then Outstanding Certificates are to prepay all orbe called for prepayment;
(c) if a Certificate is to be prepaid only in part, as identify the case may be, a portion of the Bonds in accordance with any right reserved so Certificate which is to do, be prepaid;
(d) require that such Certificates be surrendered on the Company shall, or shall cause prepayment date at the Office of the Trustee tofor prepayment at said prepayment price;
(e) state that interest represented by the Certificates will not accrue from and after the prepayment date; and
(f) state that on the prepayment date the principal represented by each Certificate will become due and payable, give notice of together with accrued interest represented thereby to the prepayment date, and that from and after such prepayment date interest represented thereby ceases to holders accrue and be payable. The Trustee has no liability for any designation of the Bonds CUSIP numbers of the Certificates to be prepaid, and neither the failure to identify the CUSIP numbers of the Certificates to be prepaid by mailing, first class postage prepaid, a notice nor any incorrect designation of such prepayment not less than five (5) days and not more than sixty (60) days before the date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not CUSIP numbers will affect the validity sufficiency of the proceedings for the prepayment of any other Bonds. In such Certificates or the case cessation of any prepayment accrual of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify interest represented thereby from and after the date fixed for prepayment. The Trustee shall mail notice of prepayment by first class mail with postage prepaid, to the Securities Depositories and to the Owners of Certificates designated for prepayment at their respective addresses appearing on the Registration Books, at least 30 days but not more than 60 days prior to the prepayment price at which Bonds are date. Neither the failure to be prepaid, and receive any such notice nor any defect in any notice so mailed shall state that payment affect the sufficiency of the proceedings for the prepayment price of such Bonds to be prepaid will be made at Certificates or the office or agency cessation of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation accrual of interest represented thereby from and surrender of such Bonds, that interest accrued to after the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issuedprepayment.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.
Appears in 1 contract
Samples: Trust Agreement
Notice of Prepayment. (a) In case the Company shall desire Whenever prepayment of 2020 Certificates is to exercise any right to prepay all or, as the case may be, a portion of the Bonds in accordance with any right reserved so to dobe made, the Company shall, or Trustee shall cause the Trustee to, give notice of the prepayment of such 2020 Certificates, which notice shall specify the prepayment date, the prepayment price and the place or places where such prepayment to holders price will be payable and, if less than all of the Bonds 2020 Certificates are to be prepaid, the numbers or other distinguishing marks of such 2020 Certificates so to be prepaid, and, in the case of 2020 Certificates to be prepaid in part only, such notice shall also specify the respective portions of the principal amounts thereof to be prepaid. Such notice shall further state that on such date there shall become due and payable upon each 2020 Certificate to be prepaid the price of such 2020 Certificate or the specified portion thereof in the case of a 2020 Certificate to be prepaid in part only, together with interest accrued to the prepayment date, and that from and after such date interest thereon shall cease to accrue and be payable on such 2020 Certificate or portion thereof so to be prepaid. In the case of an optional prepayment pursuant to Section 4.2(a) hereof, such notice shall further state that it is conditioned upon the deposit of moneys, in an amount equal to the amount necessary to effect the prepayment, with the Trustee no later than the prepayment date and such notice and optional prepayment shall be of no effect if such moneys are not so deposited.
(b) Such notice shall be given by mailingmailing a copy of such notice, first class United States mail postage prepaid, a notice of such prepayment not less than five (5) 30 days and not nor more than sixty (60) 60 days before the date fixed for prepayment date, to such holders all Owners of any 2020 Certificates or portions of 2020 Certificates that are to be prepaid at their last addresses as they shall appear appearing upon the Bond Register unless a shorter period is specified in the Bonds Register, but failure so to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the mail any such notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any a defect in the such notice, as to any 2020 Certificate shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaid, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issued2020 Certificate.
(bc) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory In addition to the Trusteenotice called for in subsections (a) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaidand (b), and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it further notice shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee as set out below, but no defect in said further notice or any failure to give all or any portion of such paying agentfurther notice shall in any manner defeat the effectiveness of a call for prepayment or result in a breach of trust by the Trustee of notice thereof given as above prescribed:
(i) Each further notice of prepayment given hereunder shall contain the information required above for an official notice of prepayment plus (A) the CUSIP numbers of all 2020 Certificates being prepaid; (B) the date of execution and delivery of the 2020 Certificates as originally executed and delivered; (C) the rate of interest borne by each 2020 Certificate being prepaid; (D) the specified principal payment date of each 2020 Certificate being prepaid; and (E) any other descriptive information needed to identify accurately the 2020 Certificates being prepaid.
(ii) Each further notice of prepayment shall be sent at least 35 days before the prepayment date, by Electronic means, to all registered securities depositories that are registered owners of the 2020 Certificates then in the business of holding substantial amounts of obligations of types such as the 2020 Certificates (such as, at the time of execution and delivery of this Trust Agreement, DTC) and to one or more national information services that disseminate notices of prepayment of obligations such as the 2020 Certificates (such as, at the time of execution and delivery of this Trust Agreement, the Company Electronic Municipal Market Access System of the Municipal Securities Rulemaking Board).
(d) A second notice of prepayment shall deliver or cause be given within 60 days after the prepayment date in the manner required above to be delivered to, or permit to remain with, each of the Trustee or such paying agent, as Owners of the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable 2020 Certificates designated for prepayment that have not been presented for payment within 30 days after the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Sectionprepayment date.
Appears in 1 contract
Samples: Trust Agreement
Notice of Prepayment. (a) In case Subject to the provisions of Section 3.07 hereof, at least 10 days but not more than 60 days before a prepayment date, the Company shall desire to exercise any right to prepay all or, as the case may be, a portion of the Bonds in accordance with any right reserved so to do, the Company shall, mail or shall cause the Trustee to, give notice of such prepayment to holders of the Bonds to be prepaid mailed by mailing, first class postage prepaidmail, a notice of prepayment to each Holder whose Notes are to be prepaid at its registered address. The notice shall identify the Notes to be prepaid and shall state:
(A) the prepayment date;
(B) the prepayment price for the Notes and accrued and unpaid Fixed Interest, if any;
(C) if any Note is being prepaid in part, the portion of the principal amount of such Note to be prepaid and that, after the prepayment date, upon surrender of such Note, a new Note or Notes in principal amount equal to the portion not less than five being prepaid shall be issued;
(5D) days the name and not more than sixty address of the Paying Agent;
(60E) days before the date fixed that Notes called for prepayment must be surrendered to the Paying Agent to collect the prepayment price;
(F) that, unless the Company defaults in making such holders prepayment, Fixed Interest on Notes called for prepayment ceases to accrue on and after the prepayment date;
(G) the paragraph of the Notes and/or section of this Indenture pursuant to which the Notes called for prepayment are being prepaid; and
(H) that no representation is made as to the correctness or accuracy of the CUSIP, CINS, Common Code or ISIN numbers, if any, listed in such notice or printed on the Notes. At the Company's request, the Trustee shall give the notice of prepayment in the Company's name and at their last addresses as they the Company's expense; provided, however, that the Company shall appear upon have delivered to the Bond Register unless a Trustee, at least 30 days, or such shorter period is specified as the Trustee may agree, prior to the prepayment date an Officer's Certificate and an order directing that the Trustee give such notice and setting forth the information to be stated in the Bonds to be prepaidnotice as provided in the preceding paragraph. Any The notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, given whether or not the registered holder Holder receives the such notice. In any case, failure duly to give such notice to the holder of any Bond designated for prepayment in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaid, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issued.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct the Trustee or any paying agent to call all or any part of the Bonds for prepayment and to give notice of prepayment in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.
Appears in 1 contract
Samples: Indenture (Finova Group Inc)
Notice of Prepayment. (a) In case the The Company shall desire have delivered to exercise any right to prepay all or, as the case may be, a portion Administrative Agent an irrevocable notice of prepayment of the Bonds in accordance with any right reserved so to do, Tranche B Dollar Loans stating the Company shall, or shall cause the Trustee to, give notice of such prepayment to holders date of the Bonds to be prepaid by mailing, first class postage prepaid, a notice Proposed Dollar Prepayment and the aggregate amount of such prepayment not less than five (5) days the Proposed Dollar Prepayment; Interest; Breakage Costs. The Company shall have paid all accrued and not more than sixty (60) days before unpaid interest on the date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless a shorter period is specified in the Bonds to be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice Tranche B Dollar Loans owing to the holder of any Bond designated for prepayment in whole or in partTranche B Dollar Lenders that are not Consenting Lenders; provided, or any defect in however, it is understood that the notice, shall not affect the validity existing Interest Periods of the proceedings for the prepayment of any other Bonds. In the case of any prepayment of Bonds Tranche B Dollar Loans prior to the expiration of any restriction on such prepayment provided in the terms of such Bonds or elsewhere in this Indenture, the Company 0000 Xxxxxxx X Dollar Loan Reduction Effective Date shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restriction. Each such notice of prepayment shall specify the date fixed for prepayment and the prepayment price at which Bonds are to be prepaid, and shall state that payment of the prepayment price of such Bonds to be prepaid will be made at the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated by the Company, upon presentation and surrender of such Bonds, that interest accrued to the date fixed for prepayment will be paid as specified in said notice, and that from and after said date interest will cease to accrue. If less than all the Bonds are to be prepaid, the notice to the holders of Bonds to be prepaid in whole or in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, the notice that relates to such Bond shall state the portion of the principal amount thereof to be prepaid and shall state that continue on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds 0000 Xxxxxxx X Dollar Loan Reduction Effective Date and shall accrue interest at the Applicable Margin in principal amount equal to effect on the non-prepaid portion thereof will be issued.
(b) If less than all of any class or series of the Bonds are to be prepaid, the Company shall give the Trustee at least fifteen (15) days’ notice (unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for prepayment as to the aggregate principal amount of Bonds to be prepaid, and the Company’s selection of the specific Bonds to be repaid in accordance with the terms of the applicable Bond form0000 Xxxxxxx X Dollar Loan Reduction Effective Date. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Sole Manager, instruct have paid to the Trustee or Tranche B Dollar Lenders that are not Consenting Lenders any paying agent amounts owing pursuant to call all or any part Section 2.14(e) (Breakage Costs) of the Bonds for prepayment Credit Agreement; Representations and Warranties. Each of the representations and warranties contained in Article IV (Representations and Warranties) of the Credit Agreement, the other Loan Documents or in any certificate, document or financial or other statement furnished at any time under or in connection therewith shall be true and correct in all material respects on and as of the 0000 Xxxxxxx X Dollar Loan Reduction Effective Date as if made on and as of such date and except to give notice the extent that such representations and warranties specifically relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of prepayment in such specific date; provided, however, that references therein to the manner "Credit Agreement" shall be deemed to refer to the Credit Agreement as amended by this Amendment and after giving effect to the consents and waivers set forth in herein; and No Default or Event of Default. After giving effect to this SectionAmendment, such notice to be in the name no Default or Event of the Company or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of prepayment is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Bond Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail Default (except for those that may have been duly waived) shall have occurred and be required under continuing on the provisions of this Section0000 Xxxxxxx X Dollar Loan Reduction Effective Date.
Appears in 1 contract
Samples: Credit Agreement