Notices of Prepayments. The Master Issuer shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 2017-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 2017-1 Class A-2 Notes pursuant to Section 3.6(f)(ii) of this Series Supplement, to each Series 2017-1 Noteholder affected by the applicable Series 2017-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating Agencies, the Servicer, the Control Party and the Trustee; provided that at the request of the Master Issuer, such notice to the affected Series 2017-1 Noteholders shall be given by the Trustee in the name and at the expense of the Master Issuer. In connection with any such Prepayment Notice, the Master Issuer shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement. With respect to each such Series 2017-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 2017-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, (B) the Series 2017-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment and (C) the date on which the applicable Series 2017-1 Class A-2 Make-Whole Prepayment Premium, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 2017-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 2017-1 Make-Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies and the affected Noteholders, to revoke, or amend the Series 2017-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to the second Business Day before the Series 2017-1 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent. The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email to (A) each affected Series 2017-1 Noteholder to the extent such Series 2017-1 Noteholder has provided an email address to the Trustee and (B) each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 2017-1
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Notices of Prepayments. The Master Issuer (i) Except in the case of any Series 2022-1 Class A-2 Notes Optional Scheduled Principal Payment, the Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20172022-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 20172022-1 Class A-2 Notes pursuant to Section 3.6(f)(ii3.6(f) of this Series Supplement, Supplement to each Series 20172022-1 Class A-2 Noteholder affected by the applicable such Series 20172022-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating Agencies, the Servicer, the Control Party and the Trustee; provided that at the request of the Master IssuerCo-Issuers, such notice to the affected Series 20172022-1 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Master IssuerCo-Issuers; provided, further, that in the case of any prepayment to be made pursuant to the exercise of any EU/UK Applicable Investor Put Option, such written notice shall be provided to each relevant EU/UK Applicable Investor in accordance with the EU/UK Risk Retention Letter and Section 3.6(f). In connection with any such Prepayment Notice, the Master Issuer Co-Issuers shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement. With respect to each such Series 20172022-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20172022-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will shall be made, which in all cases shall be a Business Day, (B) the Series 20172022-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment and (C) the date Series 2022-1 Class A-2 Notes Make-Whole Prepayment Consideration Calculation Date on which the applicable Series 20172022-1 Class A-2 Notes Make-Whole Prepayment PremiumConsideration, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will shall be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 2017-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 2017-1 Make-Whole Premium Calculation Date”). The Master Issuer Co-Issuers shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies and the affected Noteholders, to revoke, withdraw or amend the Series 20172022-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to the second (2nd) Business Day before the Series 20172022-1 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s Co-Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The Master Issuer Co-Issuers shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s Co-Issuers’ obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email to (A) each affected Series 20172022-1 Class A-2 Noteholder to the extent such Series 20172022-1 Class A-2 Noteholder has provided an email address to the Trustee and (B) to each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 20172022-11 Class A-2 Noteholder. A Prepayment Notice may be revoked by the Co-Issuers if the Trustee receives written notice of such revocation no later than 10:00 a.m. (New York City time) two (2) Business Days prior to such Series 2022-1 Prepayment Date. The Co-Issuers shall give written notice of such revocation to the Servicer, and at the request of the Co-Issuers, the Trustee shall forward the notice of revocation to the Series 2022-1 Class A-2 Noteholders.
Appears in 1 contract
Samples: Driven Brands Holdings Inc.
Notices of Prepayments. The Master Issuer Issuers shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20172016-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 2017-1 Class A-2 Notes pursuant to Section 3.6(f)(ii) of this Series Supplement, to each Series 20172016-1 Noteholder affected by the applicable Series 20172016-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating Agencies, the ServicerBack-Up Manager, the Control Party and the Trustee; provided that at the request of the Master IssuerIssuers, such notice to the affected Series 20172016-1 Class A Noteholders shall be given by the Trustee in the name and at the expense of the Master IssuerIssuers. In connection with any such Prepayment Notice, the Master Issuer Issuers shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k3.6(j) of this Series Supplement. With respect to each such Series 20172016-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20172016-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, (B) the Series 20172016-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment and (C) the date on which the applicable Series 2017-1 Class A-2 A Make-Whole Prepayment Premium, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth third (3rd) Business Day before such Series 20172016-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 20172016-1 Make-Whole Premium Calculation Date”). The Master Issuer Issuers shall have the option, by written notice to the Trustee, the ServicerBack-Up Manager, the Control Party, the Rating Agencies and the affected Noteholders, to revokewithdraw, or amend the Series 20172016-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment Optional Prepayment at any time up to the second (2nd) Business Day before the Series 20172016-1 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment Optional Prepayment and Prepayment Notice may, in the Master Issuer’s Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent. The Master Issuer Issuers shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s Issuers’ obligations with respect to such optional prepayment Optional Prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email via DTC to (A) each affected Series 20172016-1 Noteholder to the extent such Series 2017-1 Noteholder has provided an email address to the Trustee and (B) each of the Rating Agencies, the Servicer Back-Up Manager and the Trustee pursuant to Section 14.1 (Notices) of the Base Indenture. A Prepayment Notice may be revoked subject to DTC’s policies and procedures by the Issuers if the Trustee receives written notice of such revocation no later than 12:00 p.m. (iiNew York City time) sent by registered mail two (2) Business Days prior to each affected the applicable Series 20172016-11 Prepayment Date. The Issuers shall give written notice of such revocation to Back-Up Manager, and at the request of the Issuers, the Trustee shall forward the notice of revocation to the Series 2016-1 Class A Noteholders.
Appears in 1 contract
Samples: SPRINT Corp
Notices of Prepayments. The Master Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen ten (1510) Business Days but not more than twenty (20) Business Days prior to any Series 2017-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 2017-1 Class A-2 Notes pursuant to Section 3.6(f)(ii3.6(d)(i) or Section 3.6(f) of this Series Supplement, Supplement to each Series 2017-1 Noteholder affected by the applicable such Series 2017-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating Agencies, the Servicer, the Control Party and the Trustee; provided that at the request of the Master IssuerCo-Issuers, such notice to the affected Series 2017-1 Noteholders shall be given by the Trustee in the name and at the expense of the Master IssuerCo-Issuers. In connection with any such Prepayment Notice, the Master Issuer Co-Issuers shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement. With respect to each such Series 2017-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 2017-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will be made, which in all cases shall be a Business DayDay and, in the case of a mandatory prepayment upon a Change of Control, shall be no more than 10 Business Days after the occurrence of such event, (B) the aggregate principal amount of the applicable Class of Notes to be prepaid on such date (such amount, together with all accrued and unpaid interest thereon to such date, a “Series 2017-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment Amount”) and (C) the date on which the applicable Series 2017-1 Class A-2 Make-Whole Prepayment Premium, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 2017-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 2017-1 Make-Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies and the affected Noteholders, to revoke, or amend the Series 2017-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to the second Business Day before the Series 2017-1 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent. The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email to (A) each affected Series 2017-1 Noteholder to the extent such Series 2017-1 Noteholder has provided an email address to the Trustee and (B) each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 2017-1Notice
Appears in 1 contract
Samples: Dominos Pizza Inc
Notices of Prepayments. The Master Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen ten (1510) Business Days but not more than twenty (20) Business Days prior to any Series 20172015-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 2017-1 Class A-2 Notes pursuant to Section 3.6(f)(ii3.6(d)(i) or Section 3.6(f) of this Series Supplement, Supplement to each Series 20172015-1 Noteholder affected by the applicable such Series 20172015-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating Agencies, the Servicer, the Control Party and the Trustee; provided that at the request of the Master IssuerCo-Issuers, such notice to the affected Series 20172015-1 Noteholders shall be given by the Trustee in the name and at the expense of the Master IssuerCo-Issuers. In connection with any such Prepayment Notice, the Master Issuer Co-Issuers shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement. With respect to each such Series 20172015-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20172015-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will be made, which in all cases shall be a Business DayDay and, in the case of a mandatory prepayment upon a Change of Control, shall be no more than 10 Business Days after the occurrence of such event, (B) the aggregate principal amount of the applicable Class of Notes to be prepaid on such date (such amount, together with all accrued and unpaid interest thereon to such date, a “Series 20172015-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment Amount”) and (C) the date on which the applicable Series 20172015-1 Class A-2 Make-Whole Prepayment Premium, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 20172015-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 20172015-1 Make-Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies and the affected Noteholders, to revoke, or amend the Series 2017-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to the second Business Day before the Series 2017-1 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent. The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email to (A) each affected Series 2017-1 Noteholder to the extent such Series 2017-1 Noteholder has provided an email address to the Trustee and (B) each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 2017-1Prepayment
Appears in 1 contract
Samples: Dominos Pizza Inc
Notices of Prepayments. The Master Issuer shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20172018-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 20172018-1 Class A-2 Notes pursuant to Section 3.6(f)(ii3.6(g) of this Series Supplement, to each Series 20172018-1 Noteholder affected by the applicable such Series 20172018-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating AgenciesAgency, the Servicer, the Control Party and the Trustee; provided that at the request of the Master Issuer, such notice to the affected Series 20172018-1 Noteholders shall be given by the Trustee in the name and at the expense of the Master Issuer. In connection with any such Prepayment Notice, the Master Issuer shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement). With respect to each such Series 20172018-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20172018-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, (B) the Series 20172018-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment and (C) the date on which the applicable Series 20172018-1 Class A-2 Make-Whole Prepayment Consideration or Series 2018-1 Class A-2-II Call Redemption Premium, if applicable, and (C) the Series 2018-1 Class A-2 Make-Whole Prepayment Consideration Calculation Date on which the applicable Series 2018-1 Class A-2 Make-Whole Prepayment Consideration, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 2017-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 2017-1 Make-Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies Agency and the affected Noteholders, to revokewithdraw, or amend the Series 20172018-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to the second (2nd) Business Day before the Series 20172018-1 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f3.6(g) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email to (A) each affected Series 20172018-1 Noteholder to the extent such Series 20172018-1 Noteholder has provided an email address to the Trustee and (B) each of to the Rating AgenciesAgency, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 20172018-11 Noteholder. A Prepayment Notice may be revoked by the Issuer if the Trustee receives written notice of such revocation no later than 12:00 p.m. (New York City time) two (2) Business Days prior to such Series 2018-1 Prepayment Date. The Issuer shall give written notice of such revocation to the Servicer, and at the request of the Issuer, the Trustee shall forward the notice of revocation to the Series 2018-1 Noteholders.
Appears in 1 contract
Samples: Yum Brands Inc
Notices of Prepayments. The Master (i) Except in the case of any Series 2019-1 Optional Scheduled Principal Payment, the Issuer shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20172019-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 20172019-1 Class A-2 Notes pursuant to Section 3.6(f)(ii3.6(f) of this Series Supplement, Supplement to each Series 20172019-1 Class A-2 Noteholder affected by the applicable such Series 20172019-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating Agencies, the Servicer, the Control Party and the Trustee; provided that at the request of the Master Issuer, such notice to the affected Series 20172019-1 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Master Issuer. In connection with any such Prepayment Notice, the Master Issuer shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement. With respect to each such Series 20172019-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20172019-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will shall be made, which in all cases shall be a Business Day, (B) the Series 20172019-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment and (C) the date Series 2019-1 Make-Whole Prepayment Consideration Calculation Date on which the applicable Series 20172019-1 Class A-2 Make-Whole Prepayment PremiumConsideration, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will shall be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 2017-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 2017-1 Make-Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies and the affected Noteholders, to revokewithdraw, or amend the Series 20172019-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in in, any Prepayment Notice relating to an optional prepayment at any time up to the second (2nd) Business Day before the Series 20172019-1 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email to (A) each affected Series 20172019-1 Class A-2 Noteholder to the extent such Series 20172019-1 Class A-2 Noteholder has provided an email address to the Trustee and (B) to each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 20172019-11 Class A-2 Noteholder. A Prepayment Notice may be revoked by the Issuer if the Trustee receives written notice of such revocation no later than 10:00 a.m. (New York City time) two (2) Business Days prior to such Series 2019-1 Prepayment Date. The Issuer shall give written notice of such revocation to the Servicer, and at the request of the Issuer, the Trustee shall forward the notice of revocation to the Series 2019-1 Class A-2 Noteholders.
Appears in 1 contract
Notices of Prepayments. The Master (i) Except in the case of any Series 2018-1 Optional Scheduled Principal Payment, the Issuer shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20172018-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 20172018-1 Class A-2 Notes pursuant to Section 3.6(f)(ii3.6(f) of this Series Supplement, Supplement to each Series 20172018-1 Class A-2 Noteholder affected by the applicable such Series 20172018-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating Agencies, the Servicer, the Control Party and the Trustee; provided that at the request of the Master Issuer, such notice to the affected Series 20172018-1 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Master Issuer. In connection with any such Prepayment Notice, the Master Issuer shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement. With respect to each such Series 20172018-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20172018-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will shall be made, which in all cases shall be a Business Day, (B) the Series 20172018-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment and (C) the date Series 2018-1 Make-Whole Prepayment Consideration Calculation Date on which the applicable Series 20172018-1 Class A-2 Make-Whole Prepayment PremiumConsideration, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will shall be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 2017-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 2017-1 Make-Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies and the affected Noteholders, to revokewithdraw, or amend the Series 20172018-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in in, any Prepayment Notice relating to an optional prepayment at any time up to the second (2nd) Business Day before the Series 20172018-1 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email to (A) each affected Series 20172018-1 Class A-2 Noteholder to the extent such Series 20172018-1 Class A-2 Noteholder has provided an email address to the Trustee and (B) to each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 20172018-11 Class A-2 Noteholder. A Prepayment Notice may be revoked by the Issuer if the Trustee receives written notice of such revocation no later than 10:00 a.m. (New York City time) two (2) Business Days prior to such Series 2018-1 Prepayment Date. The Issuer shall give written notice of such revocation to the Servicer, and at the request of the Issuer, the Trustee shall forward the notice of revocation to the Series 2018-1 Class A-2 Noteholders.
Appears in 1 contract
Notices of Prepayments. The Master Issuer (i) Except in the case of any Series 2019-1 Optional Scheduled Principal Payment, the IssuerCo-Issuers shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20172019-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 20172019-1 Class A-2 Notes pursuant to Section 3.6(f)(ii3.6(f) of this Series Supplement, Supplement to each Series 20172019-1 Class A-2 Noteholder affected by the applicable such Series 20172019-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating Agencies, the Servicer, the Control Party and the Trustee; provided that at the request of the Master IssuerIssuerCo-Issuers , such notice to the affected Series 20172019-1 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Master IssuerIssuerCo-Issuers. In connection with any such Prepayment Notice, the Master Issuer IssuerCo-Issuers shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement. With respect to each such Series 20172019-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20172019-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will shall be made, which in all cases shall be a Business Day, (B) the Series 20172019-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment and (C) the date Series 2019-1 Make-Whole Prepayment Consideration Calculation Date on which the applicable Series 20172019-1 Class A-2 Make-Whole Prepayment PremiumConsideration, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will shall be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 2017-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 2017-1 Make-Whole Premium Calculation Date”). The Master Issuer IssuerCo-Issuers shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies and the affected Noteholders, to revokewithdraw, or amend the Series 20172019-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in in, any Prepayment Notice relating to an optional prepayment at any time up to the second (2nd) Business Day before the Series 20172019-1 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master IssuerIssuerCo-Issuers’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The Master Issuer IssuerCo-Issuers shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f) and the performance of the Master IssuerIssuerCo-Issuers’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email to (A) each affected Series 20172019-1 Class A-2 Noteholder to the extent such Series 20172019-1 Class A-2 Noteholder has provided an email address to the Trustee and (B) to each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 20172019-11 Class A-2 Noteholder. A Prepayment Notice may be revoked by the IssuerCo-Issuers if the Trustee receives written notice of such revocation no later than 10:00 a.m. (New York City time) two (2) Business Days prior to such Series 2019-1 Prepayment Date. The IssuerCo-Issuers shall give written notice of such revocation to the Servicer, and at the request of the IssuerCo-Issuers, the Trustee shall forward the notice of revocation to the Series 2019-1 Class A-2 Noteholders.
Appears in 1 contract
Samples: Driven Brands Holdings Inc.
Notices of Prepayments. The Master Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen ten (1510) Business Days but not more than twenty (20) Business Days prior to any Series 20172012-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 2017-1 Class A-2 Notes pursuant to Section 3.6(f)(ii3.6(d)(i) or Section 3.6(f) of this Series Supplement, Supplement to each Series 20172012-1 Noteholder affected by the applicable such Series 20172012-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating Agencies, the Servicer, the Control Party and the Trustee; provided that at the request of the Master IssuerCo-Issuers, such notice to the affected Series 20172012-1 Noteholders shall be given by the Trustee in the name and at the expense of the Master IssuerCo-Issuers. In connection with any such Prepayment Notice, the Master Issuer Co-Issuers shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement. With respect to each such Series 20172012-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20172012-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will be made, which in all cases shall be a Business DayDay and, in the case of a mandatory prepayment upon a Change of Control, shall be no more than 10 Business Days after the occurrence of such event, (B) the aggregate principal amount of the applicable Class of Notes to be prepaid on such date (such amount, together with all accrued and unpaid interest thereon to such date, a “Series 20172012-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment Amount”) and (C) the date on which the applicable Series 20172012-1 Class A-2 Make-Whole Prepayment Premium, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 20172012-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 20172012-1 Make-Whole Premium Calculation Date”). The Master Issuer Co-Issuers shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies and the affected Noteholders, to revokewithdraw, or amend the Series 20172012-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in (x) any Prepayment Notice relating to an optional prepayment at any time up to the second Business Day before the Series 20172012-1 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment Notice and Prepayment Notice may, in the Master Issuer’s discretion, be (y) subject to the satisfaction requirements of one or more conditions precedent. The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email to (A) each affected Series 2017-1 Noteholder to the extent such Series 2017-1 Noteholder has provided an email address to the Trustee and (B) each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 2017-1the
Appears in 1 contract
Samples: Dominos Pizza Inc
Notices of Prepayments. The Master Issuer shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20172021-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 20172021-1 Class A-2 Notes pursuant to Section 3.6(f)(ii3.6(g) of this Series Supplement, to each Series 20172021-1 Noteholder affected by the applicable such Series 20172021-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating AgenciesAgency, the Servicer, the Control Party and the Trustee; provided that at the request of the Master Issuer, such notice to the affected Series 20172021-1 Noteholders shall be given by the Trustee in the name and at the expense of the Master Issuer. In connection with any such Prepayment Notice, the Master Issuer shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement). With respect to each such Series 20172021-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20172021-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, (B) the Series 20172021-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment and (C) the date on which the applicable Series 20172021-1 Class A-2 Make-Whole Prepayment PremiumConsideration, if applicable, and (C) the Series 2021-1 Class A-2 Make-Whole Prepayment Consideration Calculation Date on which the applicable Series 2021-1 Class A-2 Make-Whole Prepayment Consideration, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 2017-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 2017-1 Make-Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies Agency and the affected Noteholders, to revokewithdraw, or amend the Series 20172021-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to the second (2nd) Business Day before the Series 20172021-1 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f3.6(g) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email through the Applicable Procedures of the Clearing Agency to (A) each affected Series 20172021-1 Noteholder and (ii) in accordance with Section 14.1 of the Base Indenture, to the extent such Series 2017-1 Noteholder has provided an email address to the Trustee and (B) each of the Rating AgenciesAgency, the Servicer and the Trustee. A Prepayment Notice may be revoked by the Issuer if the Trustee receives written notice of such revocation no later than 12:00 p.m. (New York City time) two (2) Business Days prior to such Series 2021-1 Prepayment Date. The Issuer shall give written notice of such revocation to the Servicer, and (ii) sent by registered mail at the request of the Issuer, the Trustee shall forward the notice of revocation to each affected the Series 20172021-11 Noteholders.
Appears in 1 contract
Samples: Yum Brands Inc
Notices of Prepayments. The Master Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen ten (1510) Business Days but not more than twenty (20) Business Days prior to any Series 2017-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 2017-1 Class A-2 Notes prepayment pursuant to Section 3.6(f)(iiSections 3.6(d)(i), (d)(ii) or 3.6(f) of this Series SupplementSupplement (each, a “Series 2018-1 Prepayment”) to each Series 20172018-1 Noteholder affected by the applicable such Series 20172018-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating Agencies, the Servicer, the Control Party Servicer and the Trustee; provided that at the request of the Master IssuerCo-Issuers, such notice to the affected Series 20172018-1 Noteholders shall be given by the Trustee in the name and at the expense of the Master IssuerCo-Issuers. In connection with any such Prepayment Notice, the Master Issuer Co-Issuers shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement. With respect to each such Series 20172018-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 2017-1 Prepayment Date or Scheduled Principal Prepayment Date date on which such prepayment will be mademade (each, a “Series 2018-1 Prepayment Date”), which in all cases shall be a Business DayDay and, in the case of a mandatory prepayment upon a Change of Control, shall be no more than ten (10) Business Days after the occurrence of such event, and in the case of a Real Estate Asset Disposition Prepayment Event, shall be the Payment Date immediately following such event, (B) the aggregate principal amount of the applicable Class of Notes to be prepaid on such date (such amount, together with all accrued and unpaid interest thereon to such date, a “Series 20172018-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment Amount”) and (C) the date on which the applicable Series 20172018-1 Class A-2 Make-Whole Prepayment Premium, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 20172018-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 20172018-1 Class A-2 Make-Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies and the affected Noteholders, to revoke, or amend the Series 2017-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to the second Business Day before the Series 2017-1 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s Co-Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent. The Master Issuer precedent specified in such Prepayment Notice, the satisfaction of which shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f) and the performance be evidenced by an Officer’s Certificate of the Master Issuer’s obligations with respect to such optional prepayment Issuer (upon which the Trustee may conclusively rely). Each Prepayment Notice may be performed by another Personrevoked or amended at any time until two (2) Business Days prior to the Series 2018-1 Prepayment Date. All Prepayment Notices shall be (i) transmitted by email to (A) each affected Series 20172018-1 Noteholder to the extent such Series 20172018-1 Noteholder has provided an email address to the Trustee and (B) each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 20172018-11 Noteholder. A Prepayment Notice may be revoked or amended by any Co-Issuer if the Trustee receives written notice of such revocation or amendment no later than 10:00 a.m. (New York City time) two (2) Business Days prior to such Series 2018-1 Prepayment Date. The Co-Issuers shall give written notice of such revocation or amendment to the Servicer, and at the request of the Co-Issuers, the Trustee shall forward the notice of revocation or amendment to the Series 2018-1 Noteholders.
Appears in 1 contract
Samples: Sonic Corp
Notices of Prepayments. The Master Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen ten (1510) Business Days but not more than twenty (20) Business Days prior to any Series 2017-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 2017-1 Class A-2 Notes prepayment pursuant to Section 3.6(f)(iiSections 3.6(d)(i), (d)(ii) or 3.6(f) of this Series SupplementSupplement (each, a “Series 2006-1 Prepayment”) to each Series 20172006-1 Noteholder affected by the applicable such Series 20172006-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Series 2006-1 Insurer, the Rating Agencies, the Servicer, the Control Party Agencies and the Trustee; provided that at the request of the Master IssuerCo-Issuers, such notice to the affected Series 20172006-1 Noteholders shall be given by the Trustee in the name and at the expense of the Master IssuerCo-Issuers. In connection with any such Prepayment Notice, the Master Issuer Co-Issuers shall provide a written report to the Trustee (with a copy to the Series 2006-1 Insurer) directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement. With respect to each such Series 20172006-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 2017-1 Prepayment Date or Scheduled Principal Prepayment Date date on which such prepayment will be mademade (each, a “Series 2006-1 Prepayment Date”), which in all cases shall be a Business DayDay and, in the case of a mandatory prepayment upon a Change of Control, shall be no more than ten (10) Business Days after the occurrence of such event, and in the case of a Real Estate Asset Disposition Prepayment Event, shall be the Payment Date immediately following such event, (B) the aggregate principal amount of the applicable Class of Notes to be prepaid on such date (such amount, together with all accrued and unpaid interest thereon to such date, a “Series 20172006-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment Amount”) and (C) the date on which the applicable Series 20172006-1 Class A-2 Make-Whole Prepayment Premium, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 20172006-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 20172006-1 Class A-2 Make-Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies and the affected Noteholders, to revoke, or amend the Series 2017-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in any Each Prepayment Notice relating to an optional prepayment at any time up to the second Business Day before the Series 2017-1 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, shall be subject to the satisfaction of one or more conditions precedent. The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Personirrevocable once given. All Prepayment Notices shall be (i) transmitted by facsimile or email to (A) each affected Series 20172006-1 Noteholder to the extent such Series 2017-1 Noteholder has provided an email address to the Trustee and (B) each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 20172006-1
Appears in 1 contract
Samples: Sonic Corp
Notices of Prepayments. The Master Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen ten (1510) Business Days but not more than twenty (20) Business Days prior to any Series 20172012-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 2017-1 Class A-2 Notes pursuant to Section 3.6(f)(ii3.6(d)(i) or Section 3.6(f) of this Series Supplement, Supplement to each Series 20172012-1 Noteholder affected by the applicable such Series 20172012-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating Agencies, the Servicer, the Control Party and the Trustee; provided that at the request of the Master IssuerCo-Issuers, such notice to the affected Series 20172012-1 Noteholders shall be given by the Trustee in the name and at the expense of the Master IssuerCo-Issuers. In connection with any such Prepayment Notice, the Master Issuer Co-Issuers shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement. With respect to each such Series 20172012-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20172012-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will be made, which in all cases shall be a Business DayDay and, in the case of a mandatory prepayment upon a Change of Control, shall be no more than 10 Business Days after the occurrence of such event, (B) the aggregate principal amount of the applicable Class of Notes to be prepaid on such date (such amount, together with all accrued and unpaid interest thereon to such date, a “Series 20172012-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment Amount”) and (C) the date on which the applicable Series 20172012-1 Class A-2 Make-Whole Prepayment Premium, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 20172012-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 20172012-1 Make-Whole Premium Calculation Date”). The Master Issuer Co-Issuers shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies and the affected Noteholders, to revokewithdraw, or amend the Series 20172012-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in (x) any Prepayment Notice relating to an optional prepayment at any time up to the second Business Day before the Series 20172012-1 Prepayment Date or set forth in such Prepayment Notice and (y) subject to the Scheduled Principal requirements of the preceding sentence, any Prepayment Date, as Notice relating to mandatory prepayment upon a Change of Control at any time up to the case may be, earlier of (I) the occurrence of such event and (II) the second Business Day before the Series 2012-1 Prepayment Date set forth in such Prepayment Notice; provided that in no event shall any Series 2012-1 Prepayment Date be amended to a date earlier than the second Business Day after such amended notice is given. Any such optional prepayment and Prepayment Notice may, shall become irrevocable two Business Days prior to the date specified in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent. The Master Issuer shall have the option to provide in any Prepayment Notice that as the payment of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another PersonSeries 2012-1 Prepayment Date. All Prepayment Notices shall be (i) transmitted by email to (A) each affected Series 2017-1 Noteholder to the extent such Series 2017-1 Noteholder has provided an email address to the Trustee and (B) each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 2017-1by
Appears in 1 contract
Notices of Prepayments. The Master Issuer Issuers shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20172018-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 2017-1 Class A-2 Notes pursuant to Section 3.6(f)(ii) of this Series Supplement, to each Series 20172018-1 Noteholder affected by the applicable Series 20172018-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating Agencies, the ServicerBack-Up Manager, the Control Party and the Trustee; provided that that, at the request of the Master IssuerIssuers, such notice to the affected Series 20172018-1 Class A Noteholders shall be given by the Trustee in the name and at the expense of the Master IssuerIssuers. In connection with any such Prepayment Notice, the Master Issuer Issuers shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k3.6(j) of this Series Supplement. With respect to each such Series 20172018-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20172018-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, (B) the Series 20172018-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment and (C) the date on which the applicable Series 2017-1 Class A-2 A Make-Whole Prepayment Premium, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth third (3rd) Business Day before such Series 20172018-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 20172018-1 Make-Whole Premium Calculation Date”). The Master Issuer Issuers shall have the option, by written notice to the Trustee, the ServicerBack-Up Manager, the Control Party, the Rating Agencies and the affected Noteholders, to revokewithdraw, or amend the Series 20172018-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment Optional Prepayment at any time up to the second (2nd) Business Day before the Series 20172018-1 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment Optional Prepayment and Prepayment Notice may, in the Master Issuer’s Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent. The Master Issuer Issuers shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s Issuers’ obligations with respect to such optional prepayment Optional Prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email via DTC to (A) each affected Series 20172018-1 Noteholder to the extent such Series 2017-1 Noteholder has provided an email address to the Trustee and (B) each of the Rating Agencies, the Servicer Back-Up Manager and the Trustee pursuant to Section 14.1 (Notices) of the Base Indenture. A Prepayment Notice may be revoked subject to DTC’s policies and procedures by the Issuers if the Trustee receives written notice of such revocation no later than 12:00 p.m. (iiNew York City time) sent by registered mail two (2) Business Days prior to each affected the applicable Series 20172018-11 Prepayment Date. The Issuers shall give written notice of such revocation to the Back-Up Manager, and at the request of the Issuers, the Trustee shall forward the notice of revocation to the Series 2018-1 Class A Noteholders.
Appears in 1 contract
Samples: SPRINT Corp
Notices of Prepayments. The Master Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen ten (1510) Business Days but not more than twenty (20) Business Days prior to any Series 20172018-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 2017-1 Class A-2 Notes pursuant to Section 3.6(f)(ii2.05(d)(i) or Section 2.05(f) of this Series Supplement, Supplement to each Series 20172018-1 Noteholder affected by of the applicable Subclass to receive such Series 20172018-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating Agencies, the Servicer, the Control Party and the Trustee; provided that at the request of the Master IssuerCo-Issuers, such notice to the affected Series 20172018-1 Noteholders receiving such Series 2018-1 Prepayment shall be given by the Trustee in the name and at the expense of the Master IssuerCo-Issuers. In connection with any such Prepayment Notice, the Master Issuer Co-Issuers shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k2.05(j) of this Series Supplement. With respect to each such Series 20172018-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20172018-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will be made, which in all cases shall be a Business DayDay and, in the case of a mandatory prepayment upon a Change of Control, shall be no more than 10 Business Days after the occurrence of such event, (B) the aggregate principal amount of the applicable Subclass to be prepaid on such date (such amount for each Subclass, together with all accrued and unpaid interest thereon to such date, a “Series 20172018-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment Amount”) and (C) the date on which the applicable Series 20172018-1 Class A-2 Make-Whole Prepayment Premium, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 20172018-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 20172018-1 Make-Whole Premium Calculation Date”). Any such optional prepayment and Prepayment Notice may, in the Co-Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent. The Master Issuer Co-Issuers shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies and the affected NoteholdersSeries 2018-1 Noteholders expected to receive such Series 2018-1 Prepayment, to revoke, or amend the Series 20172018-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in (x) any Prepayment Notice relating to an optional prepayment at any time up to the second Business Day before the Series 20172018-1 Prepayment Date or set forth in such Prepayment Notice and (y) subject to the Scheduled Principal requirements of the preceding sentence, any Prepayment Date, as Notice relating to mandatory prepayment upon a Change of Control at any time up to the case may be, earlier of (I) the occurrence of such event and (II) the second Business Day before the Series 2018-1 Prepayment Date set forth in such Prepayment Notice; provided that in no event shall any Series 2018-1 Prepayment Date be amended to a date earlier than the second Business Day after such amended notice is given. Any such optional prepayment and Prepayment Notice may, shall become irrevocable two Business Days prior to the date specified in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent. The Master Issuer shall have the option to provide in any Prepayment Notice that as the payment of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another PersonSeries 2018-1 Prepayment Date. All Prepayment Notices shall be (i) transmitted by facsimile or email to (A) each affected Series 20172018-1 Noteholder of the Subclass subject to such Prepayment Notice to the extent such Series 20172018-1 Noteholder has provided an a facsimile number or email address to the Trustee and (B) to each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 20172018-11 Noteholder. A Prepayment Notice may be revoked or amended by any Co-Issuer if the Trustee receives written notice of such revocation or amendment no later than 10:00 a.m. (New York City time) two Business Days prior to such Series 2018-1 Prepayment Date. The Co-Issuers shall give written notice of such revocation to the Servicer, and at the request of the Co-Issuers, the Trustee shall forward the notice of revocation or amendment to the Series 2018-1 Noteholders.
Appears in 1 contract
Samples: Dominos Pizza Inc
Notices of Prepayments. The Master Issuer (i) Except in the case of any Series 2021-1 Class A-2 Notes Optional Scheduled Principal Payment, the Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20172021-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 20172021-1 Class A-2 Notes pursuant to Section 3.6(f)(ii3.6(f) of this Series Supplement, Supplement to each Series 20172021-1 Class A-2 Noteholder affected by the applicable such Series 20172021-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating Agencies, the Servicer, the Control Party and the Trustee; provided that at the request of the Master IssuerCo-Issuers, such notice to the affected Series 20172021-1 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Master IssuerCo-Issuers; provided, further, that in the case of any transaction pursuant to which, on account of a good faith, third-party acquisition negotiated on market terms, such written notice shall be provided to each of the Holders of the Series 2021-1 Class A-2 Notes that is an EU/UK Applicable Investor in accordance with the EU/UK Risk Retention Letter and Section 3.6(f). In connection with any such Prepayment Notice, the Master Issuer Co-Issuers shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement. With respect to each such Series 20172021-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20172021-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will shall be made, which in all cases shall be a Business Day, (B) the Series 20172021-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment and (C) the date Series 2021-1 Class A-2 Notes Make-Whole Prepayment Consideration Calculation Date on which the applicable Series 20172021-1 Class A-2 Notes Make-Whole Prepayment PremiumConsideration, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will shall be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 2017-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 2017-1 Make-Whole Premium Calculation Date”). The Master Issuer Co-Issuers shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies and the affected Noteholders, to revoke, withdraw or amend the Series 20172021-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to the second (2nd) Business Day before the Series 20172021-1 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s Co-Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The Master Issuer Co-Issuers shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s Co-Issuers’ obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email to (A) each affected Series 20172021-1 Class A-2 Noteholder to the extent such Series 20172021-1 Class A-2 Noteholder has provided an email address to the Trustee and (B) to each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 20172021-11 Class A-2 Noteholder. A Prepayment Notice may be revoked by the Co-Issuers if the Trustee receives written notice of such revocation no later than 10:00 a.m. (New York City time) two (2) Business Days prior to such Series 2021-1 Prepayment Date. The Co-Issuers shall give written notice of such revocation to the Servicer, and at the request of the Co-Issuers, the Trustee shall forward the notice of revocation to the Series 2021-1 Class A-2 Noteholders.
Appears in 1 contract
Samples: Driven Brands Holdings Inc.
Notices of Prepayments. The Master Issuer shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20172019-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 20172019-1 Class A-2 Notes pursuant to Section 3.6(f)(ii) of this Series Supplement, to each Series 20172019-1 Noteholder affected by the applicable Series 20172019-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating Agencies, the Servicer, the Control Party and the Trustee; provided that at the request of the Master Issuer, such notice to the affected Series 20172019-1 Noteholders shall be given by the Trustee in the name and at the expense of the Master Issuer. In connection with any such Prepayment Notice, the Master Issuer shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement. With respect to each such Series 20172019-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20172019-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, (B) the Series 20172019-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment and (C) the date on which the applicable Series 20172019-1 Class A-2 Make-Whole Prepayment Premium, if any, or Series 20172019-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 20172019-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 20172019-1 Make-Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies and the affected Noteholders, to revoke, or amend the Series 20172019-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to the second Business Day before the Series 20172019-1 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent. The Master Issuer shall have precedent (including the option to provide in any Prepayment Notice that contemporaneous closing of a financing the payment proceeds of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email to (A) each affected Series 2017-1 Noteholder to the extent such Series 2017-1 Noteholder has provided an email address to the Trustee and (B) each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 2017-1which will be
Appears in 1 contract
Notices of Prepayments. The Master Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen ten (1510) Business Days but not more than twenty (20) Business Days prior to any Series 2017-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 2017-1 Class A-2 Notes prepayment pursuant to Section 3.6(f)(iiSections 3.6(d)(i), (d)(ii) or 3.6(f) of this Series SupplementSupplement (each, a “Series 2016-1 Prepayment”) to each Series 20172016-1 Noteholder affected by the applicable such Series 20172016-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating Agencies, the Servicer, the Control Party Servicer and the Trustee; provided that at the request of the Master IssuerCo-Issuers, such notice to the affected Series 20172016-1 Noteholders shall be given by the Trustee in the name and at the expense of the Master IssuerCo-Issuers. In connection with any such Prepayment Notice, the Master Issuer Co-Issuers shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement. With respect to each such Series 20172016-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 2017-1 Prepayment Date or Scheduled Principal Prepayment Date date on which such prepayment will be mademade (each, a “Series 2016-1 Prepayment Date”), which in all cases shall be a Business DayDay and, in the case of a mandatory prepayment upon a Change of Control, shall be no more than ten (10) Business Days after the occurrence of such event, and in the case of a Real Estate Asset Disposition Prepayment Event, shall be the Payment Date immediately following such event, (B) the aggregate principal amount of the applicable Class of Notes to be prepaid on such date (such amount, together with all accrued and unpaid interest thereon to such date, a “Series 20172016-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment Amount”) and (C) the date on which the applicable Series 20172016-1 Class A-2 Make-Whole Prepayment Premium, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 20172016-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 20172016-1 Class A-2 Make-Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies and the affected Noteholders, to revoke, or amend the Series 2017-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to the second Business Day before the Series 2017-1 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s Co-Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent. The Master Issuer precedent specified in such Prepayment Notice, the satisfaction of which shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f) and the performance be evidenced by an Officer’s Certificate of the Master Issuer’s obligations with respect to such optional prepayment Issuer (upon which the Trustee may conclusively rely). Each Prepayment Notice may be performed by another Personrevoked or amended at any time until two (2) Business Days prior to the Series 2016-1 Prepayment Date. All Prepayment Notices shall be (i) transmitted by facsimile or email to (A) each affected Series 20172016-1 Noteholder to the extent such Series 20172016-1 Noteholder has provided an a facsimile number or email address to the Trustee and (B) each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 20172016-1
Appears in 1 contract
Samples: Sonic Corp
Notices of Prepayments. The Master Issuer (i) Except in the case of any Series 2019-2 Class A-2 Optional Scheduled Principal Payment, the IssuerCo-Issuers shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20172019-1 2 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 20172019-1 2 Class A-2 Notes pursuant to Section 3.6(f)(ii3.6(f) of this Series Supplement, Supplement to each Series 20172019-1 2 Class A-2 Noteholder affected by the applicable such Series 20172019-1 Prepayment or Optional Scheduled Principal 2 Prepayment, each of the Rating Agencies, the Servicer, the Control Party and the Trustee; provided that at the request of Scheduled Principal Payments or Series 2019-2 Class A-2 Notes Scheduled Principal Payment the Master IssuerIssuerCo-Issuers , such notice to the affected Series 20172019-1 2 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Master IssuerIssuerCo-Issuers. In connection with any such Prepayment Notice, the Master Issuer IssuerCo-Issuers shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement. With respect to each such Series 20172019-1 Prepayment or Optional Scheduled Principal 2 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20172019-1 Prepayment Date or Scheduled Principal 2 Prepayment Date on which such prepayment will shall be made, which in all cases shall be a Business Day, (B) the Series 20172019-1 2 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment and (C) the date on which the applicable Series 20172019-1 2 Class A-2 Make-Whole Prepayment PremiumConsideration Calculation Date on which the applicable Series 2019-2 Class A-2 Make-Whole Prepayment Consideration, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will shall be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 2017-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 2017-1 Make-Whole Premium Calculation Date”). The Master Issuer IssuerCo-Issuers shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies and the affected Noteholders, to revokewithdraw, or amend the Series 20172019-1 Prepayment Date or the Scheduled Principal 2 Prepayment Date set forth in in, any Prepayment Notice relating to an optional prepayment at any time up to the second (2nd) Business Day before the Series 20172019-1 2 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s IssuerCo-Issuers’ s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The Master Issuer IssuerCo-Issuers shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s IssuerCo-Issuers’ s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email to (A) each affected Series 20172019-1 2 Class A-2 Noteholder to the extent such Series 20172019-1 2 Class A-2 Noteholder has provided an email address to the Trustee and (B) to each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 20172019-12 Class A-2 Noteholder. A Prepayment Notice may be revoked by the IssuerCo-Issuers if the Trustee receives written notice of such revocation no later than 10:00 a.m. (New York City time) two (2) Business Days prior to such Series 2019-2 Prepayment Date. The IssuerCo-Issuers shall give written notice of such revocation to the Servicer, and at the request of the IssuerCo-Issuers, the Trustee shall forward the notice of revocation to the Series 2019-2 Class A-2 Noteholders.
Appears in 1 contract
Samples: Driven Brands Holdings Inc.
Notices of Prepayments. The Master Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen ten (1510) Business Days but not more than twenty (20) Business Days prior to any Series 20172021-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 2017-1 Class A-2 Notes pursuant to Section 3.6(f)(ii3.06(d)(i) or Section 3.06(f) of this Series Supplement, 2021-1 Supplement to each Series 20172021-1 Noteholder affected by of the applicable Subclass to receive such Series 20172021-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating Agencies, the Servicer, the Control Party and the Trustee; provided that at the request of the Master IssuerCo-Issuers, such notice to the affected Series 20172021-1 Noteholders receiving such Series 2021-1 Prepayment shall be given by the Trustee in the name and at the expense of the Master IssuerCo-Issuers. In connection with any such Prepayment Notice, the Master Issuer Co-Issuers shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k3.06(j) of this Series 2021-1 Supplement. With respect to each such Series 20172021-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20172021-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will be made, which in all cases shall be a Business DayDay and, in the case of a mandatory prepayment upon a Change of Control, shall be no more than 10 Business Days after the occurrence of such event, (B) the aggregate principal amount of the applicable Subclass to be prepaid on such date (such amount for each Subclass, together with all accrued and unpaid interest thereon to such date, a “Series 20172021-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment Amount”) and (C) the date on which the applicable Series 20172021-1 Class A-2 Make-Whole Prepayment Premium, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 20172021-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 20172021-1 Make-Whole Premium Calculation Date”). Any such optional prepayment and Prepayment Notice may, in the Co-Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent (including the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such prepayment). The Master Issuer Co-Issuers shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies and the affected NoteholdersSeries 2021-1 Noteholders expected to receive such Series 2021-1 Prepayment, to revoke, or amend the Series 20172021-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in (x) any Prepayment Notice relating to an optional prepayment at any time up to the second Business Day before the Series 20172021-1 Prepayment Date or set forth in such Prepayment Notice and (y) subject to the Scheduled Principal requirements of the preceding sentence, any Prepayment Date, as Notice relating to mandatory prepayment upon a Change of Control at any time up to the case may be, earlier of (I) the occurrence of such event and (II) the second Business Day before the Series 2021-1 Prepayment Date set forth in such Prepayment Notice; provided that in no event shall any Series 2021-1 Prepayment Date be amended to a date earlier than the second Business Day after such amended notice is given. Any such optional prepayment and Prepayment Notice may, shall become irrevocable two Business Days prior to the date specified in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent. The Master Issuer shall have the option to provide in any Prepayment Notice that as the payment of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another PersonSeries 2021-1 Prepayment Date. All Prepayment Notices shall be (i) transmitted by facsimile or email to (A) each affected Series 20172021-1 Noteholder of the Subclass subject to such Prepayment Notice to the extent such Series 20172021-1 Noteholder has provided an a facsimile number or email address to the Trustee and (B) to each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 20172021-1
Appears in 1 contract
Samples: Dominos Pizza Inc
Notices of Prepayments. The Master Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen ten (1510) Business Days but not more than twenty (20) Business Days prior to any Series 20172013-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 2017-1 Class A-2 Notes pursuant to Section 3.6(f)(ii2.5(d)(i) or Section 2.5(f) of this Series Supplement, 2013-1 Supplement to each Series 20172013-1 Noteholder affected by the applicable Series 2017-1 Prepayment or Optional Scheduled Principal PrepaymentNoteholder, each of the Rating Agencies, the Servicer, the Control Party and the Trustee; provided that at the request of the Master IssuerCo-Issuers, such notice to the affected Series 20172013-1 Noteholders shall be given by the Trustee in the name and at the expense of the Master IssuerCo-Issuers. In connection with any such Prepayment Notice, the Master Issuer Co-Issuers shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k2.5(k) of this Series 2013-1 Supplement. With respect to each such Series 20172013-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20172013-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will be made, which in all cases shall be a Business DayDay and, in the case of a mandatory prepayment upon a Change of Control, shall be no more than 10 Business Days after the occurrence of such event, (B) the aggregate principal amount of Notes to be prepaid on such date (such amount, together with all accrued and unpaid interest thereon to such date, a “Series 20172013-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment Amount”) and (C) the date on which the applicable Series 20172013-1 Class A-2 Make-Whole Prepayment Premium, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 20172013-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 20172013-1 Make-Whole Premium Calculation Date”). The Master Issuer Co-Issuers shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies and the affected Series 2013-1 Noteholders, to revokewithdraw, or amend the Series 20172013-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in (x) any Prepayment Notice relating to an optional prepayment at any time up to the second Business Day before the Series 20172013-1 Prepayment Date or set forth in such Prepayment Notice and (y) subject to the Scheduled Principal requirements of the preceding sentence, any Prepayment Date, as Notice relating to mandatory prepayment upon a Change of Control at any time up to the case may be, earlier of (I) the occurrence of such event and (II) the second Business Day before the Series 2013-1 Prepayment Date set forth in such Prepayment Notice; provided that in no event shall any Series 2013-1 Prepayment Date be amended to a date earlier than the second Business Day after such amended notice is given. Any such optional prepayment and Prepayment Notice may, shall become irrevocable two Business Days prior to the date specified in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent. The Master Issuer shall have the option to provide in any Prepayment Notice that as the payment of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another PersonSeries 2013-1 Prepayment Date. All Prepayment Notices shall be (i) transmitted by facsimile or email to (A) each affected Series 20172013-1 Noteholder to the extent such Series 20172013-1 Noteholder has provided an a facsimile number or email address to the Trustee and (B) to each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 20172013-11 Noteholder.
Appears in 1 contract
Notices of Prepayments. The Master Issuer shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20172018-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 20172018-1 Class A-2 Notes pursuant to Section 3.6(f)(ii3.6(f) of this Series Supplement, to each Series 20172018-1 Noteholder affected by the applicable such Series 20172018-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating AgenciesAgency, the Servicer, the Control Party and the Trustee; provided that at the request of the Master Issuer, such notice to the affected Series 20172018-1 Noteholders shall be given by the Trustee in the name and at the expense of the Master Issuer. In connection with any such Prepayment Notice, the Master Issuer shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement). With respect to each such Series 20172018-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20172018-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, (B) the Series 20172018-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment and (C) the date on which the applicable Series 20172018-1 Class A-2 Make-Whole Prepayment PremiumConsideration Calculation Date on which the Series 2018-1 Class A-2 Make-Whole Prepayment Consideration, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 2017-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 2017-1 Make-Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies Agency and the affected Noteholders, to revokewithdraw, or amend the Series 20172018-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to the second Business Day before the Series 2017-1 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent. The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email to (A) each affected Series 2017-1 Noteholder to the extent such Series 2017-1 Noteholder has provided an email address to the Trustee and (B) each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 2017-1at
Appears in 1 contract
Notices of Prepayments. The Master Issuer (i) Except in the case of any Series 2020-2 Class A-2 Notes Optional Scheduled Principal Payment, the Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20172020-1 2 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 20172020-1 2 Class A-2 Notes pursuant to Section 3.6(f)(ii3.6(f) of this Series Supplement, Supplement to each Series 20172020-1 2 Class A-2 Noteholder affected by the applicable such Series 20172020-1 Prepayment or Optional Scheduled Principal 2 Prepayment, each of the Rating Agencies, the Servicer, the Control Party and the Trustee; provided that at the request of the Master IssuerCo-Issuers, such notice to the affected Series 20172020-1 2 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Master IssuerCo-Issuers; provided, further, that in the case of an EU Change of Control on account of a good faith, third-party acquisition negotiated on market terms, such written notice shall be provided to each of the Holders of the Series 2020-2 Class A-2 Notes that is an EU Applicable Investor in accordance with the EU Retention Letter and Section 3.6(f). In connection with any such Prepayment Notice, the Master Issuer Co-Issuers shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement. With respect to each such Series 20172020-1 Prepayment or Optional Scheduled Principal 2 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20172020-1 Prepayment Date or Scheduled Principal 2 Prepayment Date on which such prepayment will shall be made, which in all cases shall be a Business Day, (B) the Series 20172020-1 2 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment and (C) the date Series 2020-2 Class A-2 Notes Make-Whole Prepayment Consideration Calculation Date on which the applicable Series 20172020-1 2 Class A-2 Notes Make-Whole Prepayment PremiumConsideration, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will shall be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 2017-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 2017-1 Make-Whole Premium Calculation Date”). The Master Issuer Co-Issuers shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies and the affected Noteholders, to revoke, withdraw or amend the Series 20172020-1 Prepayment Date or the Scheduled Principal 2 Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to the second (2nd) Business Day before the Series 20172020-1 2 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s Co-Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The Master Issuer Co-Issuers shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s Co-Issuers’ obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email to (A) each affected Series 20172020-1 2 Class A-2 Noteholder to the extent such Series 20172020-1 2 Class A-2 Noteholder has provided an email address to the Trustee and (B) to each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 20172020-12 Class A-2 Noteholder. A Prepayment Notice may be revoked by the Co-Issuers if the Trustee receives written notice of such revocation no later than 10:00 a.m. (New York City time) two (2) Business Days prior to such Series 2020-2 Prepayment Date. The Co-Issuers shall give written notice of such revocation to the Servicer, and at the request of the Co-Issuers, the Trustee shall forward the notice of revocation to the Series 2020-2 Class A-2 Noteholders.
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Samples: Driven Brands Holdings Inc.
Notices of Prepayments. The Master Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 2017-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 2017-1 Class A-2 Notes pursuant to Section 3.6(f)(ii3.6(f) of this Series Supplement, to each Series 2017-1 Noteholder affected by the applicable such Series 2017-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating AgenciesAgency, the Servicer, the Control Party and the Trustee; provided that at the request of the Master IssuerCo-Issuers, such notice to the affected Series 2017-1 Noteholders shall be given by the Trustee in the name and at the expense of the Master IssuerCo-Issuers. In connection with any such Prepayment Notice, the Master Issuer Co-Issuers shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement). With respect to each such Series 2017-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 2017-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, (B) the Series 2017-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment and (C) the date on which the applicable Series 2017-1 Class A-2 Make-Whole Prepayment Premium, if any, or Consideration Calculation Date on which the Series 2017-1 Class A-2 Scheduled Principal Make-Whole Prepayment Premium Consideration, if any, to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 2017-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 2017-1 Make-Whole Premium Calculation Date”). The Master Issuer Co-Issuers shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the each Rating Agencies Agency and the affected Noteholders, to revokewithdraw, or amend the Series 2017-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to the second (2nd) Business Day before the Series 2017-1 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s Co-Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The Master Issuer Co-Issuers shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s Co-Issuers’ obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email to (A) each affected Series 2017-1 Noteholder to the extent such Series 2017-1 Noteholder has provided an email address to the Trustee and (B) to each of the Rating AgenciesAgency, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 2017-1
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Samples: Jay Merger Sub, Inc.
Notices of Prepayments. The Master Issuer (i) Except in the case of any Series 2018-1 Optional Scheduled Principal Payment, the IssuerCo-Issuers shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20172018-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 20172018-1 Class A-2 Notes pursuant to Section 3.6(f)(ii3.6(f) of this Series Supplement, Supplement to each Series 20172018-1 Class A-2 Noteholder affected by the applicable such Series 20172018-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating Agencies, the Servicer, the Control Party and the Trustee; provided that at the request of the Master IssuerIssuerCo-Issuers, such notice to the affected Series 20172018-1 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Master IssuerIssuerCo-Issuers . In connection with any such Prepayment Notice, the Master Issuer IssuerCo-Issuers shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement. With respect to each such Series 20172018-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20172018-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will shall be made, which in all cases shall be a Business Day, (B) the Series 20172018-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment and (C) the date Series 2018-1 Make-Whole Prepayment Consideration Calculation Date on which the applicable Series 20172018-1 Class A-2 Make-Whole Prepayment PremiumConsideration, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will shall be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 2017-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 2017-1 Make-Whole Premium Calculation Date”). The Master Issuer IssuerCo-Issuers shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies and the affected Noteholders, to revokewithdraw, or amend the Series 20172018-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in in, any Prepayment Notice relating to an optional prepayment at any time up to the second (2nd) Business Day before the Series 20172018-1 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master IssuerIssuerCo-Issuers ’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The Master Issuer IssuerCo-Issuers shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f) and the performance of the Master IssuerIssuerCo-Issuers’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email to (A) each affected Series 20172018-1 Class A-2 Noteholder to the extent such Series 20172018-1 Class A-2 Noteholder has provided an email address to the Trustee and (B) to each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 20172018-11 Class A-2 Noteholder. A Prepayment Notice may be revoked by the IssuerCo-Issuers if the Trustee receives written notice of such revocation no later than 10:00 a.m. (New York City time) two (2) Business Days prior to such Series 2018-1 Prepayment Date. The IssuerCo-Issuers shall give written notice of such revocation to the Servicer, and at the request of the IssuerCo-Issuers , the Trustee shall forward the notice of revocation to the Series 2018-1 Class A-2 Noteholders.
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Samples: Driven Brands Holdings Inc.
Notices of Prepayments. The Master Issuer (i) Except in the case of any Series 2020-1 Class A-2 Optional Scheduled Principal Payment, the Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20172020-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 20172020-1 Class A-2 Notes pursuant to Section 3.6(f)(ii3.6(f) of this Series Supplement, Supplement to each Series 20172020-1 Class A-2 Noteholder affected by the applicable such Series 20172020-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating Agencies, the Servicer, the Control Party and the Trustee; provided that at the request of the Master IssuerCo-Issuers, such notice to the affected Series 20172020-1 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Master IssuerCo-Issuers; provided, further, that in the case of an EU Change of Control on account of a good faith, third-party acquisition negotiated on market terms, such written notice shall provide the Holders of the Series 2020-1 Class A-2 Notes with the option for the Outstanding Principal Amount of their respective Series 2020-1 Class A-2 Notes to be repaid in full at par in accordance with the instructions provided in such notice which will require them to exercise such option within five (5) Business Days following receipt of such written notice. In connection with any such Prepayment Notice, the Master Issuer Co-Issuers shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement. With respect to each such Series 20172020-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20172020-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will shall be made, which in all cases shall be a Business Day, (B) the Series 20172020-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment and (C) the date on which the applicable Series 20172020-1 Class A-2 Make-Whole Prepayment PremiumConsideration Calculation Date on which the applicable Series 2020-1 Class A-2 Make-Whole Prepayment Consideration, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will shall be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 2017-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 2017-1 Make-Whole Premium Calculation Date”). The Master Issuer Co-Issuers shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies and the affected Noteholders, to revoke, withdraw or amend the Series 20172020-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to the second (2nd) Business Day before the Series 20172020-1 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s Co-Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The Master Issuer Co-Issuers shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s Co-Issuers’ obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email to (A) each affected Series 20172020-1 Class A-2 Noteholder to the extent such Series 20172020-1 Class A-2 Noteholder has provided an email address to the Trustee and (B) to each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 20172020-11 Class A-2 Noteholder. A Prepayment Notice may be revoked by the Co-Issuers if the Trustee receives written notice of such revocation no later than 10:00 a.m. (New York City time) two (2) Business Days prior to such Series 2020-1 Prepayment Date. The Co-Issuers shall give written notice of such revocation to the Servicer, and at the request of the Co-Issuers, the Trustee shall forward the notice of revocation to the Series 2020-1 Class A-2 Noteholders.
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Notices of Prepayments. The Master Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen ten (1510) Business Days but not more than twenty (20) Business Days prior to any Series 2017-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 2017-1 Class A-2 Notes prepayment pursuant to Section 3.6(f)(iiSections 3.6(d)(i), (d)(ii) or 3.6(f) of this Series SupplementSupplement (each, a “Series 2013-1 Prepayment”) to each Series 20172013-1 Noteholder affected by the applicable such Series 20172013-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Rating Agencies, the Servicer, the Control Party Servicer and the Trustee; provided that at the request of the Master IssuerCo-Issuers, such notice to the affected Series 20172013-1 Noteholders shall be given by the Trustee in the name and at the expense of the Master IssuerCo-Issuers. In connection with any such Prepayment Notice, the Master Issuer Co-Issuers shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement. With respect to each such Series 20172013-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 2017-1 Prepayment Date or Scheduled Principal Prepayment Date date on which such prepayment will be mademade (each, a “Series 2013-1 Prepayment Date”), which in all cases shall be a Business DayDay and, in the case of a mandatory prepayment upon a Change of Control, shall be no more than ten (10) Business Days after the occurrence of such event, and in the case of a Real Estate Asset Disposition Prepayment Event, shall be the Payment Date immediately following such event, (B) the aggregate principal amount of the applicable Class of Notes to be prepaid on such date (such amount, together with all accrued and unpaid interest thereon to such date, a “Series 20172013-1 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment Amount”) and (C) the date on which the applicable Series 20172013-1 Class A-2 Make-Whole Prepayment Premium, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 20172013-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 20172013-1 Class A-2 Make-Whole Premium Calculation Date”). The Master Issuer Each Prepayment Notice shall have the option, by written notice be revocable until two (2) Business Days prior to the Trustee, the Servicer, the Control Party, the Rating Agencies and the affected Noteholders, to revoke, or amend the Series 20172013-1 Prepayment Date or the Scheduled Principal Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to the second Business Day before the Series 2017-1 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent. The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by facsimile or email to (A) each affected Series 20172013-1 Noteholder to the extent such Series 20172013-1 Noteholder has provided an a facsimile number or email address to the Trustee and (B) each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 20172013-11 Noteholder. A Prepayment Notice may be revoked by any Co-Issuer if the Trustee receives written notice of such revocation no later than 10:00 a.m. (New York City time) two Business Days prior to such Prepayment Date. The Co-Issuers shall give written notice of such revocation to the Servicer, and at the request of the Co-Issuers, the Trustee shall forward the notice of revocation to the Series 2013-1 Noteholders.
Appears in 1 contract
Samples: Base Indenture (Sonic Corp)
Notices of Prepayments. The Master (i) Except in the case of any Series 2019-2 Class A-2 Optional Scheduled Principal Payment, the Issuer shall give prior written notice (each, a “Prepayment Notice”) (i) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20172019-1 2 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to the Series 20172019-1 2 Class A-2 Notes pursuant to Section 3.6(f)(ii3.6(f) of this Series Supplement, Supplement to each Series 20172019-1 2 Class A-2 Noteholder affected by the applicable such Series 20172019-1 Prepayment or Optional Scheduled Principal 2 Prepayment, each of the Rating Agencies, the Servicer, the Control Party and the Trustee; provided that at the request of the Master Issuer, such notice to the affected Series 20172019-1 2 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Master Issuer. In connection with any such Prepayment Notice, the Master Issuer shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement. With respect to each such Series 20172019-1 Prepayment or Optional Scheduled Principal 2 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20172019-1 Prepayment Date or Scheduled Principal 2 Prepayment Date on which such prepayment will shall be made, which in all cases shall be a Business Day, (B) the Series 20172019-1 2 Prepayment Amount or amount of such Optional Scheduled Principal Prepayment and (C) the date on which the applicable Series 20172019-1 2 Class A-2 Make-Whole Prepayment PremiumConsideration Calculation Date on which the applicable Series 2019-2 Class A-2 Make-Whole Prepayment Consideration, if any, or Series 2017-1 Class A-2 Scheduled Principal Prepayment Premium to be paid in connection therewith will shall be calculated, which calculation date shall be no earlier than the fifth Business Day before such Series 2017-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 2017-1 Make-Whole Premium Calculation Date”). The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agencies and the affected Noteholders, to revokewithdraw, or amend the Series 20172019-1 Prepayment Date or the Scheduled Principal 2 Prepayment Date set forth in in, any Prepayment Notice relating to an optional prepayment at any time up to the second (2nd) Business Day before the Series 20172019-1 2 Prepayment Date or the Scheduled Principal Prepayment Date, as the case may be, set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.6(f) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be (i) transmitted by email to (A) each affected Series 2017-1 Noteholder to the extent such Series 2017-1 Noteholder has provided an email address to the Trustee and (B) each of the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 2017-1to
Appears in 1 contract
