Common use of Notice of Prepayment Clause in Contracts

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.

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 numbers of the Securities to be so prepaid. In case any Bond is 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 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 the appropriate Prepayment Price, together with accrued interest to 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 Securities 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 issuedprepaid.

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 and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Such notice to the Lenders may be by electronic communication; provided that a notice of prepayment in full of all outstanding Revolving Loans delivered by Borrower in accordance with this Section 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 on such notice is conditioned upon the effectiveness of new credit facilities or similar new Indebtedness and after which effectiveness will result in the prepayment dateimmediate payment in full in cash of all Obligations and the Cash Collateralization of all outstanding Letters of Credit and Bank Guarantees, upon surrender of in which case such Xxxx, a new Bond or Bonds in principal amount equal notice may be revoked by Borrower (by written notice to the non-prepaid portion thereof will 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 issuedsatisfied (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 case 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.

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 (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 4.04) an amount of money in immediately available funds sufficient to prepay on the prepayment date all the sums that are payable in connection with the prepayment of the Notes (or portions thereof) to be prepaid; provided that if such payment is made on the prepayment date, it must be received by the Trustee or paying agent, as the case may be, by 2:00 p.m. New York City time on such date. The Company shall be entitled to retain any interest, yield or earnings on amounts deposited with the Trustee or any paying agent pursuant to 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 lot, on a pro rata basis or by another method the Trustee deems fair and appropriate.

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-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 failure to prepay (whether or not such condition is satisfied) in accordance with Section 2.14. 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 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 portion thereof will Borrowing and otherwise in accordance with this Section 2.11. Prepayments shall be issuedaccompanied by accrued interest to the extent required by Section 2.06.

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 rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans. Any Declined Proceeds shall be (1) offered to the Lenders not so declining such prepayment on a pro rata basis in accordance with the amounts of the Term Loans of such Lender (with such non-declining Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent) and (2) to the extent such non-declining Lenders elect to decline their Pro Rata Share of such Declined Proceeds, retained by Borrower and shall state that increase the Available Amount on and after the prepayment date, upon surrender of such Xxxx, a new Bond or Bonds in principal amount equal to the nondollar-prepaid portion thereof will be issuedfor-dollar basis.

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 (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 4.04) an amount of money in immediately available funds sufficient to prepay on the prepayment date all the sums that are payable in connection with the prepayment of the Notes (or portions thereof) to be prepaid; provided that if such payment is made on the prepayment date, it must be received by the Trustee or paying agent, as the case may be, by 2:00 p.m. New York City time on such date. The Company shall be entitled to retain any interest, yield or earnings on amounts deposited with the Trustee or any paying agent pursuant to 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 lot, on a pro rata basis or by another method the Trustee deems fair and appropriate.

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.

Notice of Prepayment. Unless otherwise provided herein, notice of prepayment will be given by the Trustee, not more than 60 days and not less than 30 days prior to the Prepayment Date, to the City and the Owner of each Certificate affected at the address shown on the registration books of the Registrar on the date such notice is mailed. Each notice of prepayment will state (a) In case the Company shall desire to exercise any right to prepay all orPrepayment Date, as (b) the case may beplace of prepayment, a portion (c) the Prepayment Price, (d) if less than all, the identification 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 Certificates to be prepaid, and (e) if a Certificate is being prepaid in part, the portion thereof being prepaid. Any Such notice will also state that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not Interest Portion of the registered holder receives Basic Rent represented by the notice. In any case, failure duly to give such notice to the holder of any Bond Certificates designated for prepayment in whole or in part, will cease to accrue from and after such Prepayment Date and that on said date the Prepayment Price will become due and payable on each of said Certificates. The failure of the Owner of any Certificate to be so prepaid to receive notice of prepayment mailed as herein provided or any defect in the notice, shall therein will not affect or invalidate the validity of the any proceedings for the prepayment of such Certificate. The Trustee is also directed to comply with any other Bondsmandatory standards then in effect for processing redemptions of municipal securities established by the Securities and Exchange Commission. In Failure to comply with such standards will not affect or invalidate the case prepayment 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. The Trustee, and shall state that payment as long as a book-entry system is used for the Certificates, will send notices of prepayment only to the Securities Depository, as the Owner of the prepayment price of such Bonds to be prepaid will be made at the office or agency Certificates. Any failure of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000Securities Depository to advise any of the Participants, or of any participant or any nominee to notify any Beneficial Owner of the Certificates, of any such other location designated by notice and its content or effect will not affect the Company, upon presentation and surrender validity or sufficiency of such Bonds, that interest accrued the proceedings relating 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 called for prepayment.

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 rescission of prepayment in the office or agency same manner as the original notice 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 issuedwas sent under this Section.

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 (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 4.04) an amount of money in immediately available funds sufficient to prepay on the prepayment date all the sums that are payable in connection with the prepayment of the Notes (or portions thereof) to be prepaid; provided that if such payment is made on the prepayment date, it must be received by the Trustee or paying agent, as the case may be, by 2:00 p.m. New York City time on such date. The Company shall be entitled to retain any interest, yield or earnings on amounts deposited with the Trustee or any paying agent pursuant to 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 lot, on a pro rata basis or by another method the Trustee deems fair and appropriate.

Notice of Prepayment. (a) In case the Company The Borrower Representative 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 this Section 2.13 at least three (53) 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 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 principal amount of the prepayment price of such Bonds to be prepaid will be made at the office each Borrowing 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 portion thereof 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 Appropriate Lender of the contents thereof and such Appropriate 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 the Borrower Representative 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), the Borrower Representative shall promptly make an additional prepayment of the Term Loans in an amount equal to such excess, and Borrower Representative shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess. Notwithstanding the foregoing, each Term 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 (a), (b) and (d) of this Section 2.13 by providing written notice (each, a “Rejection Notice”) to Administrative Agent and the Borrower Representative 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 rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans. Any Declined Proceeds (i) from amounts required to be paid pursuant to clause (d) of this Section 2.13 shall be (1) offered to the Term Lenders not so declining such prepayment on a pro rata basis in accordance with the amounts of the Term Loans of such Lender (with such non-declining Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent) and (2) to the extent such non-declining Term Lenders elect to decline their Pro Rata Share of such Declined Proceeds, retained by the Borrowers and shall state that increase the Available Amount on a dollar-for-dollar basis, and after (ii) from amounts required to be paid pursuant to clauses (a) and (b) of this Section 2.13 may be NAI-1537228099v31537241654v2 retained by the prepayment date, upon surrender of such Xxxx, Borrowers and shall increase the Available Amount on a new Bond or Bonds in principal amount equal to the nondollar-prepaid portion thereof will be issuedfor-dollar basis.

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 By 10:00 a.m. New York time on the Bonds are to be prepaidprepayment date specified in the notice of prepayment given as provided in this Section, the notice Company will deposit with the Trustee or with one or more paying agents an amount of money sufficient to prepay the holders of Bonds to be prepaid in whole or in part shall specify Securities at 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 issuedSpecial Event Prepayment Price.

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.

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.

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 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 Fiscal Agent), the CUSIP number of the Certificates being prepaid, the source of the funds to be used for prepayment such prepayment, the Principal Component due evidenced and represented by the prepayment price at which Bonds are Certificates, the distinctive certificate numbers of the Certificates or portions thereof to be prepaid, the rate or rates of interest evidenced and represented by the Certificates to be prepaid, and the Principal Payment Dates of the Certificates to be prepaid. Such notice shall also state that payment 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 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 Fiscal Agent specified in the prepayment price notice. With respect to any notice of optional prepayment of Certificates unless, upon the giving of such Bonds 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 prepaid will be made at conditional upon the office or agency of the Company at 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, or such other location designated receipt by the Company, upon presentation and surrender of such Bonds, that interest accrued Fiscal Agent on or prior to the date fixed for such prepayment will be paid as specified in said noticeof moneys sufficient to pay the Prepayment Price due evidenced and represented by such Certificates and interest payable with respect thereto, and that from if such moneys shall not have been so received said notice shall be of no force and after said date interest will cease effect and the Fiscal Agent shall not be required to accrueprepay such Certificates. If less than all In the Bonds event that such notice of prepayment contains such a condition and such moneys are to be prepaidnot so received, the notice to prepayment shall not be made and the holders of Bonds to be prepaid Fiscal Agent shall within a reasonable time thereafter give notice, in whole or the manner in part shall specify the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part only, which the notice of prepayment was given, 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 issuedmoneys were not so received.

Notice of Prepayment. (a) In case the Company The Borrower Representative 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 this Section 2.13 at least three (53) 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 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 principal amount of the prepayment price of such Bonds to be prepaid will be made at the office each Borrowing 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 portion thereof 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 Appropriate Lender of the contents thereof and such Appropriate 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 the Borrower Representative 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), the Borrower Representative shall promptly make an additional prepayment of the Term Loans in an amount equal to such excess, and Borrower Representative shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess. Notwithstanding the foregoing, each Term 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 (a), (b) and (d) of this Section 2.13 by providing written notice (each, a “Rejection Notice”) to Administrative Agent and the Borrower Representative 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 rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans. Any Declined Proceeds (i) from amounts required to be paid pursuant to clause (d) of this Section 2.13 shall be (1) offered to the Term Lenders not so declining such prepayment on a pro rata basis in accordance with the amounts of the Term Loans of such Lender (with such non-declining Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent) and (2) to the extent such non-declining Term Lenders elect to decline their Pro Rata Share of such Declined Proceeds, retained by the Borrowers and shall state that increase the Available Amount on a dollar-for-dollar basis, and after (ii) from amounts NAI-1537241654v2 required to be paid pursuant to clauses (a) and (b) of this Section 2.13 may be retained by the prepayment date, upon surrender of such Xxxx, Borrowers and shall increase the Available Amount on a new Bond or Bonds in principal amount equal to the nondollar-prepaid portion thereof will be issuedfor-dollar basis.

Notice of Prepayment. (a) In case the Company The Borrower Representative 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 this Section 2.13 at least three (53) 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 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 principal amount of the prepayment price of such Bonds to be prepaid will be made at the office each Borrowing 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 portion thereof 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 Appropriate Lender of the contents thereof and such Appropriate 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 the Borrower Representative 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), the Borrower Representative shall promptly make an additional prepayment of the Term Loans in an amount equal to such excess, and Borrower Representative shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess. Notwithstanding the foregoing, each Term 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 (a), (b) and (d) of this Section 2.13 by providing written notice (each, a “Rejection Notice”) to Administrative Agent and the Borrower Representative 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 rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans. Any Declined Proceeds (i) from amounts required to be paid pursuant to clause (d) of this Section 2.13 shall be (1) offered to the Term Lenders not so declining such prepayment on a pro rata basis in accordance with the amounts of the Term Loans of such Lender (with such non-declining Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent) and (2) to the extent such non-declining Term Lenders elect to decline their Pro Rata Share of such Declined Proceeds, after application towards any mandatory prepayment of Subordinated Term Loans, retained by the Borrowers and shall state that increase the Available Amount on a dollar-for-dollar basis, and after (ii) from amounts required to be paid pursuant to clauses (a) and (b) of this Section 2.13 may be retained by the prepayment date, upon surrender of such Xxxx, Borrowers and shall increase the Available Amount on a new Bond or Bonds in principal amount equal to the nondollar-prepaid portion thereof will be issuedfor-dollar basis.

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 Owners in the same manner notice of 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 issuedwas originally provided.

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.

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 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 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 Trustee on or prior to the 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 for the payment in full of the Certificates then called for prepayment, and such cancellation shall not constitute an Event of Default hereunder. The Trustee shall mail notice of such Xxxx, a new Bond or Bonds rescission of prepayment in principal amount equal to the non-prepaid portion thereof will be issuedsame manner as the original notice of prepayment was sent.

Notice of Prepayment. The Borrower Representative shall notify Administrative Agent by written notice of any mandatory prepayment required to be made under this Section 2.13 at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid, the 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 Appropriate Lender of the contents thereof and such Appropriate Lender’s Pro Rata Share of the prepayment. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.07. In the event that the Borrower Representative shall subsequently determine that the actual amount received (and required to be prepaid pursuant to Section 2.13) exceeded the amount set forth in such notice (and actually prepaid pursuant to Section 2.13), the Borrower Representative shall promptly make an additional prepayment of the Term Loans in an amount equal to such excess, and Borrower Representative shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess. Notwithstanding the foregoing, each Term 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 (a), (b) In case and (d) of this Section 2.13 by providing written notice (each, a “Rejection Notice”) to Administrative Agent and the Company Borrower Representative no later than 5:00 p.m. one (1) Business Day prior to the date of such prepayment as specified in the relevant notice. Each Rejection Notice from a given Lender shall desire specify the principal amount of the mandatory prepayment of Term Loans to exercise be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any right such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans. Any Declined Proceeds may be retained by the Borrowers and shall increase the Available Amount on a dollar-for-dollar basis. (h) Notwithstanding any other provisions of this Section 2.13 to prepay the contrary: (i) to the extent that the Borrower Representative determines in good faith that any or all orof the Net Proceeds of any Asset Sale by a Foreign Subsidiary (“Foreign Disposition”), the Net Insurance/Condemnation Proceeds received by any Foreign Subsidiary (a “Foreign Casualty Event”) or Consolidated Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds or Consolidated Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.13 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the case may be, a portion of applicable local law will not permit repatriation to the Bonds in accordance with any right reserved so United States (the Borrowers hereby agreeing to do, the Company shall, or shall use commercially reasonable efforts to cause the Trustee toapplicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation or remove such prohibitions, give notice as applicable), and once such repatriation of any of such prepayment affected Net Proceeds or Consolidated Excess Cash Flow is permitted under the applicable local law, such repatriation will be promptly effected and an amount equal to holders of the Bonds to such repatriated Net Proceeds or Consolidated Excess Cash Flow will be prepaid by mailing, first class postage prepaid, a notice of such prepayment promptly (and in any event not less later than five (5) days Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.13 to the extent provided herein; and not more than sixty (60ii) days before to the date fixed for prepayment extent that the Borrower Representative determines in good faith that repatriation of any or all of the Net Proceeds of any Foreign Disposition or any Foreign Casualty Event or Consolidated Excess Cash Flow attributable 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 Foreign Subsidiaries would reasonably be prepaid. Any notice that is mailed in the manner herein provided shall be conclusively presumed expected 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 material adverse tax consequences (as determined by the CompanyBorrower Representative in good faith), 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 such Net Proceeds or Consolidated Excess Cash Flow so affected will not be required 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.be

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 prepayment. Each check or other transfer of funds issued or made by the Trustee for the prepayment purpose of any other Bonds. In prepaying the case of any prepayment of Bonds prior Certificates shall to the expiration of any restriction on such prepayment provided in extent practicable identify by designation and maturity the terms Certificates being prepaid with the proceeds of such Bonds check or elsewhere in this Indentureother transfer. Failure by an Owner, listed above to receive notice as provided herein shall not affect 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 validity 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 issuedprepayment.

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 The notice requirements of Section 3.3 of the Bonds Note Purchase Agreements are waived by the Noteholders with respect to all prepayments of Notes pursuant to this Article II, and in lieu thereof the notice provisions of this Section 2.3 shall apply. The Borrower will give each holder of a Note written notice of each prepayment pursuant to this Article II, in each case specifying (i) the date of such prepayment, (ii) the aggregate principal amount of Notes to be prepaid on such date, (iii) the principal amount of each Note held by such holder so to be prepaid determined in accordance with any right reserved so the applicable provisions of this Article II, (iv) the Borrower's calculation of the respective amounts of (A) accrued interest payable to do, the Company shall, or shall cause the Trustee to, give notice such holder in respect of each such prepayment and (B) the Makewhole Amount or the Deferred Makewhole Amount, if any, applicable in respect of each such prepayment, showing in each case in reasonable detail the calculation thereof and the applicable Reference Rate used in such calculation, (v) the provision of this Article II pursuant to holders of which such prepayment is being made, and (vi) a calculation demonstrating compliance with the Bonds Pro Rata Payment Requirement including all amounts to be prepaid by mailingpaid to the Lenders and the Noteholders on such date. Such notice shall be given (i) in the case of prepayment pursuant to Section 2.1(a) hereof, first class postage prepaidon or prior to the Effective Date, and (ii) in the case of prepayment pursuant to Section 2.1(b) or Section 2.2 hereof, a notice of such prepayment not less than five containing estimated amounts shall be delivered at least three (53) days and not more than sixty (60) days before Business Days prior to the date fixed for prepayment to such holders at their last addresses as they shall appear upon the Bond Register unless of prepayment; and a shorter period is specified in the Bonds to be prepaid. Any second notice that is mailed in the manner herein provided detailing actual amounts shall be conclusively presumed delivered on the date of payment; provided, however, that any delay in giving, or failure to have been duly givengive, 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 obligations of the proceedings for Borrower (X) to make the applicable prepayment on the prepayment of any other Bonds. In the case of any prepayment of Bonds prior date determined pursuant to the expiration provisions of any restriction Section 2.1(a), Section 2.1(b) or Section 2.2, as applicable, (Y) to pay the Deferred Makewhole Amount in respect of each prepayment pursuant to Section 2.1(a) and (b) 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 prepaidDeferred Makewhole Payment Date, and shall state that payment (Z) to pay the Makewhole Amount in respect of the prepayment price of such Bonds pursuant to be prepaid will be made at Section 2.2 on 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 issuedMandatory Prepayment Date.

Notice of Prepayment. The 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 denominated in Dollars, a portion of the Bonds in accordance with any right reserved so to donot later than 1:00 p.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 three (53) days and not more than sixty (60) days 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), 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 1:00 p.m., New York City time, on the expiration date of any restriction on prepayment (or such prepayment provided in later time as may be agreed by 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 restrictionAdministrative Agent). Each such notice shall be irrevocable; provided that a notice of prepayment 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 prepayment 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, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. 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 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 Term Loans included in the prepaid Borrowing and otherwise in accordance with this Section 2.10. Prepayments shall state that on 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), (e) and (f) of this Section 2.10 by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 pm one (1) Business Day after the prepayment date, upon surrender date of such Xxxx, Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a new Bond or Bonds in given Lender shall specify the principal amount equal of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the non-prepaid portion thereof Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be issueddeemed an acceptance of the total amount of such mandatory repayment of Term Loans. Any Declined Proceeds may be retained by the Borrower.

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, together with interest accrued with respect thereto to the prepayment date, and that (provided that moneys for prepayment have been deposited with the Trustee) from and after such prepayment date interest with respect thereto shall cease to accrue, and shall require that such Certificate be then surrendered to the Trustee. Any defect in the notice or the mailing will not affect the validity of the prepayment of any Certificate. Notice of prepayment of 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 relates such prepayment shall be conditional upon the receipt by the Trustee on or prior to the date fixed for such prepayment of moneys that are sufficient to pay the principal of, premium, if any, and interest with respect to such Bond shall state the portion of the principal amount thereof Certificates to be prepaid and that, if such moneys shall state 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 on such notice of prepayment contains such a condition and after such moneys are not so received, the prepayment dateshall not be made, upon surrender and the Trustee shall within a reasonable time thereafter give notice, in the manner in which the notice of prepayment was given, that such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issuedmoneys were not so received.

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.

Notice of Prepayment. (a) In case the Company The Borrower Representative 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 this Section 2.13 at least three (53) 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 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 principal amount of the prepayment price of such Bonds to be prepaid will be made at the office each Borrowing 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 portion thereof 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 Appropriate Lender of the contents thereof and such Appropriate 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 the Borrower Representative 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), the Borrower Representative shall promptly make an additional prepayment of the Term Loans in an amount equal to such excess, and Borrower Representative shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess. Notwithstanding the foregoing, each Term 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 (a), (b) and (d) of this Section 2.13 by providing written notice (each, a “Rejection Notice”) to Administrative Agent and the Borrower Representative 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 rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans. Any Declined Proceeds (i) from amounts required to be paid pursuant to clause (d) of this Section 2.13 shall be (1) offered to the Term Lenders not so declining such prepayment on a pro rata basis in accordance with the amounts of the Term Loans of such Lender (with such non-declining Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent) and (2) to the extent such non-declining Term Lenders elect to decline their Pro Rata Share of such Declined Proceeds, retained by the Borrowers and shall state that increase the Available Amount on a dollar-for-dollar basis, and after (ii) from amounts required to be paid pursuant to clauses (a) and (b) of this Section 2.13 may be NAI-1537228099v3 retained by the prepayment date, upon surrender of such Xxxx, Borrowers and shall increase the Available Amount on a new Bond or Bonds in principal amount equal to the nondollar-prepaid portion thereof will be issuedfor-dollar basis.

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 and such notice is of no effect unless such Xxxx, a new Bond or Bonds in principal amount equal to the non-prepaid portion thereof will be issuedmoneys are so deposited.

Notice of Prepayment. (a) In case the Company The Borrower Representative 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 this Section 2.13 at least three (53) 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 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 principal amount of the prepayment price of such Bonds to be prepaid will be made at the office each Borrowing 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 portion thereof 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 Appropriate Lender of the contents thereof and such Appropriate 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 the Borrower Representative 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), the Borrower Representative shall promptly make an additional prepayment of the Term Loans in an amount equal to such excess, and Borrower Representative shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess. Notwithstanding the foregoing, each Term 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 (a), (b) and (d) of this Section 2.13 by providing written notice (each, a “Rejection Notice”) to Administrative Agent and the Borrower Representative 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 rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans. Any Declined Proceeds (i) from amounts required to be paid pursuant to clause (d) of this Section 2.13 shall be (1) offered to the Term Lenders not so declining such prepayment on a pro rata basis in accordance with the amounts of the Term Loans of such Lender (with such non-declining Term Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent) and (2) to the extent such DOC ID - 36220401.1 non-declining Term Lenders elect to decline their Pro Rata Share of such Declined Proceeds, retained by the Borrowers and shall state that increase the Available Amount on a dollar-for-dollar basis, and after (ii) from amounts required to be paid pursuant to clauses (a) and (b) of this Section 2.13 may be retained by the prepayment date, upon surrender of such Xxxx, Borrowers and shall increase the Available Amount on a new Bond or Bonds in principal amount equal to the nondollar-prepaid portion thereof will be issuedfor-dollar basis.

Notice of Prepayment. The Trustee shall give notice of the prepayment of the Certificates on behalf and at the expense of the City. Such notice must 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, must designate the numbers of the Certificates to be prepaid, and must require that such Certificates be surrendered on the designated prepayment date at the Trust Office of the Trustee for prepayment, giving notice also that further interest represented by the Certificates will not accrue from and after the prepayment date. Such notice must further state that on the specified date there will become 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. The Trustee shall mail prepayment notice mailed by first class mail with postage prepaid, to (a) In case the Company shall desire to exercise any right to prepay all or, as the case may be, a portion one or more of the Bonds in accordance with any right reserved so to doInformation Services, and (b) the Company shall, or Owners of Certificates designated for prepayment at their respective addresses appearing on the Registration Books. The Trustee shall cause the Trustee to, give mail such 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) at least 30 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 prior to the holder of prepayment date. Neither the failure to receive any Bond designated for prepayment in whole or in part, or notice so mailed nor any defect in any notice so mailed affects the notice, shall not 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 and prepayment. The City has the prepayment price at which Bonds are right to be prepaid, and shall state that payment rescind any notice of the prepayment price optional redemption by written notice to the Trustee on or prior to the dated fixed for redemption. Any notice of such Bonds to be prepaid optional redemption will be made at the office cancelled and annulled if for any reason funds will not be 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 are not available on the date fixed for prepayment will be paid as specified redemption for the payment in said noticefull of the Certificates then called for redemption, and that such cancellation will not constitute an Event of Default hereunder. The City and the Trustee have no liability to the Owners or any other party related to or arising from and after said date interest will cease to accruesuch rescission of redemption. If less than all the Bonds are The Trustee shall cause notice of such rescission to be mailed, first class mail, postage prepaid, the notice to the holders respective Owners of Bonds to be prepaid in whole or in part shall specify any Certificates designated for redemption, at their addresses appearing on the particular Bonds to be so prepaid. In case any Bond is to be prepaid in part onlyRegistration Books, 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 issuedMunicipal Securities Rulemaking Board and the Securities Depository.

Notice of Prepayment. The Lead Borrower shall notify the 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 telecopy) of any prepayment hereunder (i) in the case of prepayment of a Borrowing of LIBO Rate Loans, 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 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 a Borrowing of Base Rate Loans, not later than 3:00 p.m., New York City time, on the expiration date of any restriction on such prepayment provided or (iii) in the terms case of such Bonds or elsewhere in this Indentureprepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restrictiondate of prepayment. Each such notice of prepayment 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, in 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 Lead Borrower may, by subsequent notice to the 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 is scheduled to occur (and shall a notice of prepayment may state that on and after such notice is conditioned upon the prepayment dateoccurrence of one or more events specified therein, upon surrender of in which case such Xxxx, a new Bond or Bonds in principal amount equal notice may be revoked by the Lead Borrower (by notice to the non-Agent at any time on or prior to the specified date of prepayment) if such condition is not satisfied) and, provided that (i) the Lead Borrower reimburses each Lender pursuant to Section 3.02 for any funding losses within 30 days after receiving written demand therefor and (ii) the amount of Loans as to which such revocation applies shall be deemed converted to (or continued as, as applicable) Base Rate Loans in accordance with the provisions of Section 2.08 as of the date of notice of revocation (subject to subsequent conversion in accordance with the provisions of this Agreement). Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the 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 portion thereof will Borrowing. Prepayments shall be issuedaccompanied by accrued interest to the extent required by Section 2.06.

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, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice, Administrative Agent shall advise the Lenders of the contents thereof and shall state that on of such Lender’s pro rata share of the prepayment. Each Term Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Loans required to be made pursuant to (b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one Business Day after the prepayment date, upon surrender date of such Xxxx, Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a new Bond or Bonds in given Lender shall specify the principal amount equal of the mandatory repayment of Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Loans to be 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 amounts of the Loans of such Lender (with such non-prepaid portion thereof will declining Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). To the extent such non-declining Lenders elect to decline their pro rata share of such Declined Proceeds, any Declined Proceeds remaining thereafter shall be issuedretained by the Borrower (such remaining Declined Proceeds, the “Borrower Retained Prepayment Amounts”). Prepayments shall be accompanied by accrued interest to the extent required by Section 2.06.

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 shall, or shall cause the Trustee to, give Swingline Lender) by written notice of such any prepayment to holders hereunder (i) in the case of the Bonds to be prepaid by mailingprepayment of a Eurodollar Borrowing, first class postage prepaidnot later than 11:00 a.m., a notice of such prepayment not less than five (5) days and not more than sixty (60) days New York City time, 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 and (iii) in the terms case of such Bonds or elsewhere in this Indentureprepayment of a Swingline Loan, not later than 11:00 a.m., New York City time, on the Company shall furnish the Trustee with a Sole Manager’s Certificate evidencing compliance with any such restrictiondate of prepayment. 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 and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. 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 contents thereof. Such notice to the Lenders may be by electronic communication; provided that a notice of prepayment delivered by the Borrower in accordance with this Section 2.10(g)(iii) may expressly state that on such notice is conditioned upon the effectiveness of new credit facilities, similar new Indebtedness or other refinancing transactions and after which effectiveness will result in the prepayment dateimmediate payment in full in cash of all Obligations, upon surrender the termination of all Commitments and the Cash Collateralization of all outstanding Letters of Credit, in which case such Xxxx, a new Bond or Bonds in principal amount equal notice may be revoked by the Borrower (by written notice to the non-prepaid portion thereof will Administrative Agent on or prior to 12:00 p.m., 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 issuedsatisfied (as reasonably determined by the Borrower) and the 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 case 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.

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 0000 Xxxxxxx X Dollar Loan Reduction Effective Date and shall accrue interest at the Applicable Margin in effect on the 0000 Xxxxxxx X Dollar Loan Reduction Effective Date. The Company shall have paid to the Tranche B Dollar Lenders that are not Consenting Lenders any amounts owing pursuant to Section 2.14(e) (Breakage Costs) of the 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 the extent that such representations and warranties specifically relate to a specific date, upon surrender in which case such representations and warranties shall be true and correct in all material respects as of such Xxxxspecific date; provided, a new Bond or Bonds in principal amount equal however, that references therein to the non-prepaid portion thereof will "Credit Agreement" shall be issueddeemed to refer to the Credit Agreement as amended by this Amendment and after giving effect to the consents and waivers set forth herein; and No Default or Event of Default. After giving effect to this Amendment, no Default or Event of Default (except for those that may have been duly waived) shall have occurred and be continuing on the 0000 Xxxxxxx X Dollar Loan Reduction Effective Date.

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. ARTICLE IV. REVENUES AND FUNDS Section 4.01. Pledge of Revenues and Assets; Establishment of Funds. The pledge and assignment of and the security interest granted in the Pledged Security pursuant to Section 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: