Common use of Notices of Prepayments Clause in Contracts

Notices of Prepayments. (i) The Issuer shall give prior written notice (each, a “Prepayment Notice”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 2024-1 Prepayment with respect to any Class pursuant to Section 3.5(f) to each Series 2024-1 Noteholder affected by such Series 2024-1 Prepayment, the Trustee and the Control Party; provided that at the request of the Issuer, such notice to the affected Series 2024-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (ii) With respect to each such Series 2024-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 2024-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, and (B) the Series 2024-1 Prepayment Amount. (iii) Any such optional prepayment and Prepayment Notice may, in the 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 Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer shall have the option, by written notice to the Trustee, the Control Party and the affected Noteholders, to revoke, or amend the Series 2024-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the Issuer, such notice to the affected Series 2024-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer.

Appears in 2 contracts

Samples: Supplement to Base Indenture (Twin Hospitality Group Inc.), Supplement (Fat Brands, Inc)

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Notices of Prepayments. (i) The Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) at least fifteen ten (1510) Business Days but not more than twenty (20) Business Days prior to any Series 20242015-1 Prepayment with respect to any Class pursuant to Section 3.5(f3.6(d)(i) or Section 3.6(f) of this Series Supplement to each Series 20242015-1 Noteholder affected by such Series 20242015-1 Prepayment, each of the Trustee Rating Agencies, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the IssuerCo-Issuers, such notice to the affected Series 20242015-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (iiCo-Issuers. In connection with any such Prepayment Notice, the 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 20242015-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242015-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business DayDay and, 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 20242015-1 Prepayment Amount. ”) and (iiiC) the date on which the applicable Series 2015-1 Class A-2 Make-Whole Prepayment Premium, 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 2015-1 Prepayment Date (the “Series 2015-1 Make-Whole Premium Calculation Date”). Any such optional prepayment and Prepayment Notice may, in the 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 Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer shall have the option, by written notice to the Trustee, the Control Party and the affected Noteholders, to revoke, or amend the Series 2024-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the Issuer, such notice to the affected Series 2024-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer.Prepayment

Appears in 1 contract

Samples: Series 2015 1 Supplement (Dominos Pizza Inc)

Notices of Prepayments. (i) The Issuer shall give prior written notice (each, a “Prepayment Notice”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 2024-1 Prepayment with respect to any the Series 2024-1 Class A-2 Notes pursuant to Section 3.5(f3.6(f) to each Series 2024-1 Noteholder affected by such Series 2024-1 PrepaymentClass A-2 Noteholder, the Trustee Rating Agency, the Servicer, the Control Party and the Control PartyTrustee; provided that at the written request of the Issuer, such notice to the affected Series 2024-1 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. In connection with any such Prepayment Notice, the Issuer shall provide a written instruction to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6. (ii) With respect to each such Series 2024-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) whether such prepayment is optional or mandatory, (B) the Series 2024-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, and (BC) the Series 2024-1 Prepayment AmountAmount and (D) if such Series 2024-1 Prepayment is subject to Series 2024-1 Class A-2 Make-Whole Prepayment Consideration or Series 2024-1 Class A-2 Call Redemption Premium, the Series 2024-1 Class A-2 Make-Whole Prepayment Consideration Calculation Date selected by the Issuer. (iii) Any such optional prepayment and Prepayment Notice may, in the 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 Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.6(f) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer shall have the option, by written notice to the Trustee, the Control Party Party, the Rating Agency and the affected Noteholders, to revoke, or amend the Series 2024-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth second Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the Issuer, such notice to the affected Series 2024-1 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer.

Appears in 1 contract

Samples: Series Supplement (Wingstop Inc.)

Notices of Prepayments. (i) The Issuer Except in the case of any Series 2024-1 Class A-2 Notes Optional Scheduled Principal Payment, the Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 2024-1 Prepayment with respect to any the Series 2024-1 Class A-2 Notes pursuant to Section 3.5(f3.6(f) of this Series Supplement to each Series 2024-1 Class A-2 Noteholder affected by such Series 2024-1 Prepayment, each of the Trustee Rating Agencies, the Servicer, the Control Party and the Control PartyTrustee; provided that at the written request of the IssuerCo-Issuers, such notice to the affected Series 2024-1 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (iiCo-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 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 2024-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 2024-1 Prepayment Date on which such prepayment will shall be made, which in all cases shall be a Business Day, and (B) the Series 2024-1 Prepayment Amount. Amount and (iiiC) the Series 2024-1 Class A-2 Notes Make-Whole Prepayment Consideration Calculation Date on which the applicable Series 2024-1 Class A-2 Notes Make-Whole Prepayment Consideration, if any, to be paid in connection therewith shall be calculated. The Co-Issuers shall have the option, by written notice to the Trustee, the Control Party, the Rating Agencies and the affected Noteholders, to withdraw or amend the Series 2024-1 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 2024-1 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the 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 Issuer Co-Issuers shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.6(f) and the performance of the 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 2024-1 Class A-2 Noteholder to the extent such Series 2024-1 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 2024-1 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 2024-1 Prepayment Date. The Co-Issuers shall give written notice of such revocation to the Servicer, and at the written request of the Co-Issuers, the Trustee shall forward the notice of revocation to the Series 2024-1 Class A-2 Noteholders. (ivii) The Issuer In the case of any Series 2024-1 Class A-2 Notes Optional Scheduled Principal Payment, on the applicable Weekly Allocation Date the Co-Issuers shall have the option, by provide a written notice report to the TrusteeTrustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.6(k) of this Series Supplement, the Control Party and the affected Noteholders, to revoke, or amend which report shall specify (A) the Series 2024-1 Prepayment Date set forth inon which such prepayment shall be made, any Prepayment Notice relating to an optional prepayment at any time up to which in all cases shall be the fifth Business Day before next applicable Quarterly Payment Date, and (B) the Series 2024-1 Prepayment Date set forth Amount. For the avoidance of doubt, a Voluntary Decrease in such Prepayment Notice; provided that at the request respect of the Issuer, such notice to the affected Series 2024-1 Noteholders shall be given Class A-1 Notes is governed by the Trustee in the name Section 2.2 and at the expense of the Issuernot by this Section 3.6.

Appears in 1 contract

Samples: Series 2024 1 Supplement (Driven Brands Holdings Inc.)

Notices of Prepayments. (i) The Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) at least fifteen ten (1510) Business Days but not more than twenty (20) Business Days prior to any prepayment pursuant to Sections 3.6(d)(i), (d)(ii) or 3.6(f) of this Series 2024Supplement (each, a “Series 2016-1 Prepayment with respect to any Class pursuant to Section 3.5(fPrepayment”) to each Series 20242016-1 Noteholder affected by such Series 20242016-1 Prepayment, the Trustee Rating Agencies, the Servicer and the Control PartyTrustee; provided that at the request of the IssuerCo-Issuers, such notice to the affected Series 20242016-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (iiCo-Issuers. In connection with any such Prepayment Notice, the 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 20242016-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 2024-1 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 20242016-1 Prepayment Amount. ”) and (iiiC) the date on which the applicable Series 2016-1 Class A-2 Make-Whole Prepayment Premium, 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 2016-1 Prepayment Date (the “Series 2016-1 Class A-2 Make-Whole Premium Calculation Date”). Any such optional prepayment and Prepayment Notice may, in the 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 Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer shall have the option, by written notice to the Trustee, the Control Party and the affected Noteholders, to revoke, or amend the Series 2024-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth Business Day before the Series 2024-1 Prepayment Date set forth precedent specified in such Prepayment Notice; provided that at , the request satisfaction of which shall be evidenced by an Officer’s Certificate of the Issuer, such notice Master Issuer (upon which the Trustee may conclusively rely). Each Prepayment Notice may be revoked 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 20242016-1 Noteholders shall be given by Noteholder to the extent such Series 2016-1 Noteholder has provided a facsimile number or email address to the Trustee in and (B) the name Rating Agencies, the Servicer and at the expense of the Issuer.Trustee and (ii) sent by registered mail to each affected Series 2016-1

Appears in 1 contract

Samples: Series Supplement (Sonic Corp)

Notices of Prepayments. (i) The Issuer Issuers shall give prior written notice (each, a “Prepayment Notice”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242016-1 Prepayment with respect to any Class pursuant to Section 3.5(f) Date to each Series 20242016-1 Noteholder affected by such the applicable Series 20242016-1 Prepayment, each of the Trustee Rating Agencies, the Back-Up Manager, the Control Party and the Control PartyTrustee; provided that at the request of the IssuerIssuers, such notice to the affected Series 20242016-1 Class A Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (iiIssuers. In connection with any such Prepayment Notice, the 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(j) of this Series Supplement. With respect to each such Series 20242016-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242016-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, and (B) the Series 20242016-1 Prepayment Amount. Amount and (iiiC) the date on which the applicable Class A Make-Whole Prepayment Premium to be paid in connection therewith will be calculated, which calculation date shall be the third (3rd) Business Day before such Series 2016-1 Prepayment Date (the “Series 2016-1 Make-Whole Premium Calculation Date”). The Issuers shall have the option, by written notice to the Trustee, the Back-Up Manager, the Control Party, the Rating Agencies and the affected Noteholders, to withdraw, or amend the Series 2016-1 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 2016-1 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment Optional Prepayment and Prepayment Notice may, in the Issuer’s 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 Issuer Issuers shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.6(f) and the performance of the Issuer’s Issuers’ obligations with respect to such optional prepayment Optional Prepayment may be performed by another Person. . All Prepayment Notices shall be transmitted via DTC to (ivA) The Issuer shall have each affected Series 2016-1 Noteholder and (B) each of the optionRating Agencies, the 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. (New York City time) two (2) Business Days prior to the Trustee, the Control Party and the affected Noteholders, to revoke, or amend the applicable Series 20242016-1 Prepayment Date set forth inDate. The Issuers shall give written notice of such revocation to Back-Up Manager, any Prepayment Notice relating to an optional prepayment at any time up to the fifth Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice; provided that and at the request of the IssuerIssuers, such the Trustee shall forward the notice of revocation to the affected Series 20242016-1 Noteholders shall be given by the Trustee in the name and at the expense of the IssuerClass A Noteholders.

Appears in 1 contract

Samples: Series Supplement (SPRINT Corp)

Notices of Prepayments. (i) The Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) at least fifteen ten (1510) Business Days but not more than twenty (20) Business Days prior to any Series 20242018-1 Prepayment with respect to any Class pursuant to Section 3.5(f2.05(d)(i) or Section 2.05(f) of this Series Supplement to each Series 20242018-1 Noteholder affected by of the Subclass to receive such Series 20242018-1 Prepayment, each of the Trustee Rating Agencies, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the IssuerCo-Issuers, such notice to the affected Series 20242018-1 Noteholders receiving such Series 2018-1 Prepayment shall be given by the Trustee in the name and at the expense of the Issuer. (iiCo-Issuers. In connection with any such Prepayment Notice, the 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 2.05(j) of this Series Supplement. With respect to each such Series 20242018-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242018-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business DayDay and, 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 20242018-1 Prepayment Amount. ”) and (iiiC) the date on which the applicable Series 2018-1 Class A-2 Make-Whole Prepayment Premium, 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 2018-1 Prepayment Date (the “Series 2018-1 Make-Whole Premium Calculation Date”). Any such optional prepayment and Prepayment Notice may, in the 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 Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer Co-Issuers shall have the option, by written notice to the Trustee, the Control Party 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 20242018-1 Prepayment Date set forth in, in (x) any Prepayment Notice relating to an optional prepayment at any time up to the fifth second Business Day before the Series 20242018-1 Prepayment Date set forth in such Prepayment Notice and (y) subject to the requirements of the preceding sentence, any Prepayment Notice relating to mandatory prepayment upon a Change of Control at any time up to the 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 Prepayment Notice shall become irrevocable two Business Days prior to the date specified in the Prepayment Notice as the Series 2018-1 Prepayment Date. All Prepayment Notices shall be (i) transmitted by facsimile or email to (A) each Series 2018-1 Noteholder of the Subclass subject to such Prepayment Notice to the extent such Series 2018-1 Noteholder has provided 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 2018-1 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 IssuerCo-Issuers, such the Trustee shall forward the notice of revocation or amendment to the affected Series 20242018-1 Noteholders shall be given by the Trustee in the name and at the expense of the IssuerNoteholders.

Appears in 1 contract

Samples: Series Supplement (Dominos Pizza Inc)

Notices of Prepayments. (i) The Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) at least fifteen ten (1510) Business Days but not more than twenty (20) Business Days prior to any prepayment pursuant to Sections 3.6(d)(i), (d)(ii) or 3.6(f) of this Series 2024Supplement (each, a “Series 2018-1 Prepayment with respect to any Class pursuant to Section 3.5(fPrepayment”) to each Series 20242018-1 Noteholder affected by such Series 20242018-1 Prepayment, the Trustee Rating Agencies, the Servicer and the Control PartyTrustee; provided that at the request of the IssuerCo-Issuers, such notice to the affected Series 20242018-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (iiCo-Issuers. In connection with any such Prepayment Notice, the 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 20242018-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 2024-1 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 20242018-1 Prepayment Amount. ”) and (iiiC) the date on which the applicable Series 2018-1 Class A-2 Make-Whole Prepayment Premium, 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 2018-1 Prepayment Date (the “Series 2018-1 Class A-2 Make-Whole Premium Calculation Date”). Any such optional prepayment and Prepayment Notice may, in the 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 Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer shall have the option, by written notice to the Trustee, the Control Party and the affected Noteholders, to revoke, or amend the Series 2024-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth Business Day before the Series 2024-1 Prepayment Date set forth precedent specified in such Prepayment Notice; , the satisfaction of which shall be evidenced by an Officer’s Certificate of the Master Issuer (upon which the Trustee may conclusively rely). Each Prepayment Notice may be revoked 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 2018-1 Noteholder to the extent such Series 2018-1 Noteholder has provided that an email address to the Trustee and (B) the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 2018-1 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 IssuerCo-Issuers, such the Trustee shall forward the notice of revocation or amendment to the affected Series 20242018-1 Noteholders shall be given by the Trustee in the name and at the expense of the IssuerNoteholders.

Appears in 1 contract

Samples: Series Supplement (Sonic Corp)

Notices of Prepayments. (i) The 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”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242019-1 2 Prepayment with respect to any the Series 2019-2 Class A-2 Notes pursuant to Section 3.5(f3.6(f) of this Series Supplement to each Series 20242019-1 2 Class A-2 Noteholder affected by such Series 20242019-1 2 Prepayment, each of the Trustee Rating Agencies, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the Issuer, such notice to the affected Series 20242019-1 2 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (ii. In connection with any such Prepayment Notice, the 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 20242019-1 2 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242019-1 2 Prepayment Date on which such prepayment will shall be made, which in all cases shall be a Business Day, and (B) the Series 20242019-1 2 Prepayment Amount. Amount and (iiiC) the Series 2019-2 Class A-2 Make-Whole Prepayment Consideration Calculation Date on which the applicable Series 2019-2 Class A-2 Make-Whole Prepayment Consideration, if any, to be paid in connection therewith shall be calculated. The Issuer shall have the option, by written notice to the Trustee, the Control Party, the Rating Agencies and the affected Noteholders, to withdraw, or amend the Series 2019-2 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 2019-2 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the 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 Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.6(f) and the performance of the 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 (ivA) each affected Series 2019-2 Class A-2 Noteholder to the extent such Series 2019-2 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 2019-2 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 2019-2 Prepayment Date. The Issuer shall have the option, by give written notice of such revocation to the TrusteeServicer, the Control Party and the affected Noteholders, to revoke, or amend the Series 2024-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the Issuer, such the Trustee shall forward the notice of revocation to the affected Series 20242019-1 Noteholders 2 Class A-2 Noteholders. (ii) In the case of any Series 2019-2 Class A-2 Optional Scheduled Principal Payment, on the applicable Weekly Allocation Date the 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, which report shall specify (A) the Series 2019-2 Prepayment Date on which such prepayment shall be given by made, which in all cases shall be the Trustee in next applicable Quarterly Payment Date, and (B) the name and at the expense of the IssuerSeries 2019-2 Prepayment Amount.

Appears in 1 contract

Samples: Series Supplement (Driven Brands Holdings Inc.)

Notices of Prepayments. (i) The Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) at least fifteen ten (1510) Business Days but not more than twenty (20) Business Days prior to any Series 20242012-1 Prepayment with respect to any Class pursuant to Section 3.5(f3.6(d)(i) or Section 3.6(f) of this Series Supplement to each Series 20242012-1 Noteholder affected by such Series 20242012-1 Prepayment, each of the Trustee Rating Agencies, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the IssuerCo-Issuers, such notice to the affected Series 20242012-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (iiCo-Issuers. In connection with any such Prepayment Notice, the 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 20242012-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242012-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business DayDay and, 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 20242012-1 Prepayment Amount. ”) and (iiiC) Any the date on which the applicable Series 2012-1 Class A-2 Make-Whole Prepayment Premium, 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 optional prepayment and Series 2012-1 Prepayment Notice may, in Date (the 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“Series 2012-1 Make-Whole Premium Calculation Date”). The Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer Co-Issuers shall have the option, by written notice to the Trustee, the Control Party Party, the Rating Agencies and the affected Noteholders, to revokewithdraw, or amend the Series 20242012-1 Prepayment Date set forth in, in (x) any Prepayment Notice relating to an optional prepayment at any time up to the fifth second Business Day before the Series 20242012-1 Prepayment Date set forth in such Prepayment Notice and (y) subject to the requirements of the preceding sentence, any Prepayment Notice relating to mandatory prepayment upon a Change of Control at any time up to the 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 at in no event shall any Series 2012-1 Prepayment Date be amended to a date earlier than the request of the Issuer, second Business Day after such amended notice is given. Any Prepayment Notice shall become irrevocable two Business Days prior to the affected date specified in the Prepayment Notice as the Series 20242012-1 Noteholders Prepayment Date. All Prepayment Notices shall be given by the Trustee in the name and at the expense of the Issuer.(i) transmitted by

Appears in 1 contract

Samples: Series Supplement (Iconix Brand Group, Inc.)

Notices of Prepayments. (i) The Issuer 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”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242021-1 Prepayment with respect to any the Series 2021-1 Class A-2 Notes pursuant to Section 3.5(f3.6(f) of this Series Supplement to each Series 20242021-1 Class A-2 Noteholder affected by such Series 20242021-1 Prepayment, each of the Trustee Rating Agencies, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the IssuerCo-Issuers, such notice to the affected Series 20242021-1 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (iiCo-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 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 20242021-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242021-1 Prepayment Date on which such prepayment will shall be made, which in all cases shall be a Business Day, and (B) the Series 20242021-1 Prepayment Amount. Amount and (iiiC) the Series 2021-1 Class A-2 Notes Make-Whole Prepayment Consideration Calculation Date on which the applicable Series 2021-1 Class A-2 Notes Make-Whole Prepayment Consideration, if any, to be paid in connection therewith shall be calculated. The Co-Issuers shall have the option, by written notice to the Trustee, the Control Party, the Rating Agencies and the affected Noteholders, to withdraw or amend the Series 2021-1 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 2021-1 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the 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 Issuer Co-Issuers shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.6(f) and the performance of the Issuer’s Co-Issuers’ obligations with respect to such optional prepayment may be performed by another Person. . All Prepayment Notices shall be (ivi) The Issuer shall have transmitted by email to (A) each affected Series 2021-1 Class A-2 Noteholder to the optionextent such Series 2021-1 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 2021-1 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 the Trustee, the Control Party and the affected Noteholders, to revoke, or amend the such Series 20242021-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up Date. The Co-Issuers shall give written notice of such revocation to the fifth Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice; provided that Servicer, and at the request of the IssuerCo-Issuers, such the Trustee shall forward the notice of revocation to the affected Series 20242021-1 Noteholders Class A-2 Noteholders. (ii) In the case of any Series 2021-1 Class A-2 Notes Optional Scheduled Principal Payment, on the applicable Weekly Allocation Date the 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, which report shall specify (A) the Series 2021-1 Prepayment Date on which such prepayment shall be given by made, which in all cases shall be the Trustee in next applicable Quarterly Payment Date, and (B) the name and at the expense of the IssuerSeries 2021-1 Prepayment Amount.

Appears in 1 contract

Samples: Series 2021 1 Supplement (Driven Brands Holdings Inc.)

Notices of Prepayments. (i) The Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) at least fifteen ten (1510) Business Days but not more than twenty (20) Business Days prior to any prepayment pursuant to Sections 3.6(d)(i), (d)(ii) or 3.6(f) of this Series 2024Supplement (each, a “Series 2006-1 Prepayment with respect to any Class pursuant to Section 3.5(fPrepayment”) to each Series 20242006-1 Noteholder affected by such Series 20242006-1 Prepayment, the Trustee Series 2006-1 Insurer, the Rating Agencies and the Control PartyTrustee; provided that at the request of the IssuerCo-Issuers, such notice to the affected Series 20242006-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. Co-Issuers. In connection with any such Prepayment Notice, the Co-Issuers shall provide a written report to the Trustee (iiwith 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 20242006-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 2024-1 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 20242006-1 Prepayment Amount. (iii) Any such optional prepayment and Prepayment Notice may, in the 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 Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f) and (C) the performance of date on which the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer shall have the optionapplicable Series 2006-1 Class A-2 Make-Whole Prepayment Premium, by written notice to the Trustee, the Control Party and the affected Noteholdersif any, to revokebe paid in connection therewith will be calculated, or amend the Series 2024-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to which calculation date shall be no earlier than the fifth Business Day before the such Series 20242006-1 Prepayment Date set forth in such (the “Series 2006-1 Class A-2 Make-Whole Premium Calculation Date”). Each Prepayment Notice; provided that at the request of the Issuer, such notice Notice shall be irrevocable once given. All Prepayment Notices shall be (i) transmitted by facsimile or email to (A) each affected Series 2006-1 Noteholder to the affected extent such Series 20242006-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer.1

Appears in 1 contract

Samples: Indenture Supplement (Sonic Corp)

Notices of Prepayments. (i) The Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) at least fifteen five (155) Business Days but not more than twenty (20) Business Days prior to any Series 20242023-1 Prepayment with respect to any the Series 2023-1 Class A-2 Notes pursuant to Section 3.5(f2.4(f) to each Series 20242023-1 Noteholder affected by such Series 20242023-1 Prepayment, each of the Rating Agencies, the Trustee and the Control PartyServicer; provided that at the request of the IssuerCo-Issuers, such notice to the affected Series 20242023-1 Noteholders shall be given by the Trustee in the name and at the expense of the IssuerCo-Issuers. (ii) With respect to each such Series 20242023-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242023-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, and (B) the Series 20242023-1 Prepayment AmountAmount and (C) if such Series 2023-1 Prepayment is subject to Series 2023-1 Class A-2 Make-Whole Prepayment Consideration, the Series 2023-1 Class A-2 Make-Whole Prepayment Consideration Calculation Date selected by the Co-Issuers. (iii) Any such optional prepayment and Prepayment Notice may, in the 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 ControlControl or refinancing. The Issuer Co-Issuers shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f2.4(f) and the performance of the Issuer’s Co-Issuers’ obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer Co-Issuers shall have the option, by written notice to the Trustee, the Control Party Party, the Rating Agencies and the affected Noteholders, to revoke, or amend the Series 20242023-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth second Business Day before the Series 20242023-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the IssuerCo-Issuers, such notice to the affected Series 20242023-1 Noteholders shall be given by the Trustee in the name and at the expense of the IssuerCo-Issuers.

Appears in 1 contract

Samples: Series Supplement (Dine Brands Global, Inc.)

Notices of Prepayments. (i) The Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242014-1 Prepayment with respect to any the Series 2014-1 Class A-2 Notes pursuant to Section 3.5(f3.6(f) of this Series Supplement to each Series 20242014-1 Noteholder affected by such Series 20242014-1 Prepayment, each of the Trustee Rating Agencies, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the IssuerCo-Issuers, such notice to the affected Series 20242014-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (iiCo-Issuers. In connection with any such Prepayment Notice, the 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 20242014-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242014-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, and (B) the Series 20242014-1 Prepayment Amount. Amount and (iiiC) Any such optional prepayment and the date on which the applicable Series 2014-1 Class A-2 Make-Whole Prepayment Notice mayPremium, in the 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 Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer shall have the option, by written notice to the Trustee, the Control Party and the affected Noteholdersif any, to revokebe paid in connection therewith will be calculated, or amend the Series 2024-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the Issuer, such notice to the affected Series 2024-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer.which calculation date

Appears in 1 contract

Samples: Series Supplement (DineEquity, Inc)

Notices of Prepayments. (i) The Issuer shall give prior written notice (each, a “Prepayment Notice”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242021-1 Prepayment with respect to any Class pursuant to Section 3.5(f3.5(g) to each Series 20242021-1 Noteholder affected by such Series 20242021-1 Prepayment, the Trustee and the Control Party; provided that at the request of the Issuer, such notice to the affected Series 20242021-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (ii) With respect to each such Series 20242021-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242021-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, and (B) the Series 20242021-1 Prepayment Amount. (iii) Any such optional prepayment and Prepayment Notice may, in the 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 Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.5(g) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer shall have the option, by written notice to the Trustee, the Control Party and the affected Noteholders, to revoke, or amend the Series 20242021-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth Business Day before the Series 20242021-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the Issuer, such notice to the affected Series 20242021-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer.

Appears in 1 contract

Samples: Base Indenture (Fat Brands, Inc)

Notices of Prepayments. (i) 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 20242019-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to any the Series 2019-1 Class A-2 Notes pursuant to Section 3.5(f3.6(f)(ii) of this Series Supplement, to each Series 20242019-1 Noteholder affected by such the applicable Series 20242019-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Trustee Rating Agencies, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the Master Issuer, such notice to the affected Series 20242019-1 Noteholders shall be given by the Trustee in the name and at the expense of the Master Issuer. (ii. 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 20242019-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242019-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, and (B) the Series 20242019-1 Prepayment Amount. Amount or amount of such Optional Scheduled Principal Prepayment and (iiiC) the date on which the applicable Series 2019-1 Class A-2 Make-Whole Prepayment Premium, if any, or Series 2019-1 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 2019-1 Prepayment Date or Scheduled Principal Prepayment Date (the “Series 2019-1 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 2019-1 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 2019-1 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, precedent (including but not limited to the occurrence contemporaneous closing of a Change financing the proceeds of Control. The Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer shall have the option, by written notice to the Trustee, the Control Party and the affected Noteholders, to revoke, or amend the Series 2024-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the Issuer, such notice to the affected Series 2024-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer.which will be

Appears in 1 contract

Samples: Series Supplement (Dunkin' Brands Group, Inc.)

Notices of Prepayments. (i) The Issuer 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”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242020-1 Prepayment with respect to any the Series 2020-1 Class A-2 Notes pursuant to Section 3.5(f3.6(f) of this Series Supplement to each Series 20242020-1 Class A-2 Noteholder affected by such Series 20242020-1 Prepayment, each of the Trustee Rating Agencies, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the IssuerCo-Issuers, such notice to the affected Series 20242020-1 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. Co-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 (ii5) Business Days following receipt of such written notice. In connection with any such Prepayment Notice, the 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 20242020-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242020-1 Prepayment Date on which such prepayment will shall be made, which in all cases shall be a Business Day, and (B) the Series 20242020-1 Prepayment Amount. Amount and (iiiC) the Series 2020-1 Class A-2 Make-Whole Prepayment Consideration Calculation Date on which the applicable Series 2020-1 Class A-2 Make-Whole Prepayment Consideration, if any, to be paid in connection therewith shall be calculated. The Co-Issuers shall have the option, by written notice to the Trustee, the Control Party, the Rating Agencies and the affected Noteholders, to withdraw or amend the Series 2020-1 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 2020-1 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the 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 Issuer Co-Issuers shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.6(f) and the performance of the Issuer’s Co-Issuers’ obligations with respect to such optional prepayment may be performed by another Person. . All Prepayment Notices shall be (ivi) The Issuer shall have transmitted by email to (A) each affected Series 2020-1 Class A-2 Noteholder to the optionextent such Series 2020-1 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 2020-1 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 the Trustee, the Control Party and the affected Noteholders, to revoke, or amend the such Series 20242020-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up Date. The Co-Issuers shall give written notice of such revocation to the fifth Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice; provided that Servicer, and at the request of the IssuerCo-Issuers, such the Trustee shall forward the notice of revocation to the affected Series 20242020-1 Noteholders Class A-2 Noteholders. (ii) In the case of any Series 2020-1 Class A-2 Optional Scheduled Principal Payment, on the applicable Weekly Allocation Date the 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, which report shall specify (A) the Series 2020-1 Prepayment Date on which such prepayment shall be given by made, which in all cases shall be the Trustee in next applicable Quarterly Payment Date, and (B) the name and at the expense of the IssuerSeries 2020-1 Prepayment Amount.

Appears in 1 contract

Samples: Series Supplement (Driven Brands Holdings Inc.)

Notices of Prepayments. (i) The Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242019-1 Prepayment with respect to any the Series 2019-1 Class A-2 Notes pursuant to Section 3.5(f3.6(f) to each Series 20242019-1 Noteholder affected by such Series 20242019-1 Prepayment, each of the Rating Agencies, the Trustee and the Control PartyServicer; provided that at the request of the IssuerCo-Issuers, such notice to the affected Series 20242019-1 Noteholders shall be given by the Trustee in the name and at the expense of the IssuerCo-Issuers. (ii) With respect to each such Series 20242019-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242019-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, and (B) the Series 20242019-1 Prepayment Amount, (C) if such Series 2019-1 Prepayment is subject to Series 2019-1 Class A-2 Make-Whole Prepayment Consideration, the Series 2019-1 Class A-2 Make-Whole Prepayment Consideration Calculation Date selected by the Co-Issuers and (D) if such Series 2019-1 Prepayment is subject to a Series 2019-1 Class A-2-II Call Redemption Premium, the amount of such Series 2019-1 Class A-2-II Call Redemption Premium. (iii) Any such optional prepayment and Prepayment Notice may, in the 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 Issuer Co-Issuers shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.6(f) and the performance of the Issuer’s Co-Issuers’ obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer Co-Issuers shall have the option, by written notice to the Trustee, the Control Party Party, the Rating Agencies and the affected Noteholders, to revoke, or amend the Series 20242019-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth second Business Day before the Series 20242019-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the IssuerCo-Issuers, such notice to the affected Series 20242019-1 Noteholders shall be given by the Trustee in the name and at the expense of the IssuerCo-Issuers. (v) For the avoidance of doubt, a Voluntary Decrease or a Subfacility Decrease in respect of the Series 2019-1 Class A-1 Notes is governed by Section 2.2 and not by this Section 3.6.

Appears in 1 contract

Samples: Series Supplement (Dine Brands Global, Inc.)

Notices of Prepayments. (i) The Issuer shall give prior written notice (each, a “Prepayment Notice”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242020-1 Prepayment with respect to any the Series 2020-1 Class A-2 Notes pursuant to Section 3.5(f3.6(f) to each Series 20242020-1 Noteholder affected by such Series 20242020-1 Prepayment, the Trustee Rating Agency, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the Issuer, such notice to the affected Series 20242020-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (ii) With respect to each such Series 20242020-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242020-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, and (B) the Series 20242020-1 Prepayment AmountAmount and (C) if such Series 2020-1 Prepayment is subject to Series 2020-1 Class A-2 Make-Whole Prepayment Consideration, the Series 2020-1 Class A-2 Make-Whole Prepayment Consideration Calculation Date selected by the Issuer. (iii) Any such optional prepayment and Prepayment Notice may, in the 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 Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.6(f) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer shall have the option, by written notice to the Trustee, the Control Party Party, the Rating Agency and the affected Noteholders, to revoke, or amend the Series 20242020-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth second Business Day before the Series 20242020-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the Issuer, such notice to the affected Series 20242020-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (v) For the avoidance of doubt, a Voluntary Decrease or a Subfacility Decrease in respect of the Series 2020-1 Class A-1 Notes is governed by Section 2.2 and not by this Section 3.6.

Appears in 1 contract

Samples: Series Supplement (Wingstop Inc.)

Notices of Prepayments. (i) The Issuer shall give prior written notice (each, a “Prepayment Notice”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242021-1 Prepayment with respect to any the Series 2021-1 Class A-2 Notes pursuant to Section 3.5(f3.6(g) to each Series 20242021-1 Noteholder affected by such Series 20242021-1 Prepayment, the Trustee Rating Agency, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the Issuer, such notice to the affected Series 20242021-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (ii) . In connection with any such Prepayment Notice, the 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). With respect to each such Series 20242021-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242021-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, and (B) the Series 20242021-1 Prepayment Amount. Amount and Series 2021-1 Class A-2 Make-Whole Prepayment Consideration, if applicable, and (iiiC) 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, to be paid in connection therewith will be calculated. The Issuer shall have the option, by written notice to the Trustee, the Control Party, the Rating Agency and the affected Noteholders, to withdraw, or amend the Series 2021-1 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 2021-1 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the 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 Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.6(g) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. . All Prepayment Notices shall be (ivi) transmitted through the Applicable Procedures of the Clearing Agency to each affected Series 2021-1 Noteholder and (ii) in accordance with Section 14.1 of the Base Indenture, to the Rating Agency, 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 have the option, by give written notice of such revocation to the TrusteeServicer, the Control Party and the affected Noteholders, to revoke, or amend the Series 2024-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the Issuer, such the Trustee shall forward the notice of revocation to the affected Series 20242021-1 Noteholders shall be given by the Trustee in the name and at the expense of the IssuerNoteholders.

Appears in 1 contract

Samples: Series Supplement (Yum Brands Inc)

Notices of Prepayments. (i) The Issuer 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”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242020-1 2 Prepayment with respect to any the Series 2020-2 Class A-2 Notes pursuant to Section 3.5(f3.6(f) of this Series Supplement to each Series 20242020-1 2 Class A-2 Noteholder affected by such Series 20242020-1 2 Prepayment, each of the Trustee Rating Agencies, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the IssuerCo-Issuers, such notice to the affected Series 20242020-1 2 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (iiCo-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 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 20242020-1 2 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242020-1 2 Prepayment Date on which such prepayment will shall be made, which in all cases shall be a Business Day, and (B) the Series 20242020-1 2 Prepayment Amount. Amount and (iiiC) the Series 2020-2 Class A-2 Notes Make-Whole Prepayment Consideration Calculation Date on which the applicable Series 2020-2 Class A-2 Notes Make-Whole Prepayment Consideration, if any, to be paid in connection therewith shall be calculated. The Co-Issuers shall have the option, by written notice to the Trustee, the Control Party, the Rating Agencies and the affected Noteholders, to withdraw or amend the Series 2020-2 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 2020-2 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the 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 Issuer Co-Issuers shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.6(f) and the performance of the Issuer’s Co-Issuers’ obligations with respect to such optional prepayment may be performed by another Person. . All Prepayment Notices shall be (ivi) The Issuer shall have transmitted by email to (A) each affected Series 2020-2 Class A-2 Noteholder to the optionextent such Series 2020-2 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 2020-2 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 TrusteeServicer, the Control Party and the affected Noteholders, to revoke, or amend the Series 2024-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the IssuerCo-Issuers, such the Trustee shall forward the notice of revocation to the affected Series 20242020-1 Noteholders 2 Class A-2 Noteholders. (ii) In the case of any Series 2020-2 Class A-2 Notes Optional Scheduled Principal Payment, on the applicable Weekly Allocation Date the 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, which report shall specify (A) the Series 2020-2 Prepayment Date on which such prepayment shall be given by made, which in all cases shall be the Trustee in next applicable Quarterly Payment Date, and (B) the name and at the expense of the IssuerSeries 2020-2 Prepayment Amount.

Appears in 1 contract

Samples: Series Supplement (Driven Brands Holdings Inc.)

Notices of Prepayments. (i) The Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) at least fifteen ten (1510) Business Days but not more than twenty (20) Business Days prior to any Series 20242017-1 Prepayment with respect to any Class pursuant to Section 3.5(f3.6(d)(i) or Section 3.6(f) of this Series Supplement to each Series 20242017-1 Noteholder affected by such Series 20242017-1 Prepayment, each of the Trustee Rating Agencies, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the IssuerCo-Issuers, such notice to the affected Series 20242017-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (iiCo-Issuers. In connection with any such Prepayment Notice, the 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 20242017-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242017-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business DayDay and, 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 20242017-1 Prepayment Amount. ”) and (iiiC) the date on which the applicable Series 2017-1 Class A-2 Make-Whole Prepayment Premium, 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 (the “Series 2017-1 Make-Whole Premium Calculation Date”). Any such optional prepayment and Prepayment Notice may, in the 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 Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer shall have the option, by written notice to the Trustee, the Control Party and the affected Noteholders, to revoke, or amend the Series 2024-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the Issuer, such notice to the affected Series 2024-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer.

Appears in 1 contract

Samples: Series Supplement (Dominos Pizza Inc)

Notices of Prepayments. (i) The Except in the case of any Series 2019-1 Optional Scheduled Principal Payment, the Issuer shall give prior written notice (each, a “Prepayment Notice”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242019-1 Prepayment with respect to any the Series 2019-1 Class A-2 Notes pursuant to Section 3.5(f3.6(f) of this Series Supplement to each Series 20242019-1 Class A-2 Noteholder affected by such Series 20242019-1 Prepayment, each of the Trustee Rating Agencies, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the Issuer, such notice to the affected Series 20242019-1 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (ii. In connection with any such Prepayment Notice, the 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 20242019-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242019-1 Prepayment Date on which such prepayment will shall be made, which in all cases shall be a Business Day, and (B) the Series 20242019-1 Prepayment Amount. Amount and (iiiC) the Series 2019-1 Make-Whole Prepayment Consideration Calculation Date on which the applicable Series 2019-1 Make-Whole Prepayment Consideration, if any, to be paid in connection therewith shall be calculated. The Issuer shall have the option, by written notice to the Trustee, the Control Party, the Rating Agencies and the affected Noteholders, to withdraw, or amend the Series 2019-1 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 2019-1 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the 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 Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.6(f) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. . All Prepayment Notices shall be (ivi) transmitted by email to (A) each affected Series 2019-1 Class A-2 Noteholder to the extent such Series 2019-1 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 2019-1 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 have the option, by give written notice of such revocation to the TrusteeServicer, the Control Party and the affected Noteholders, to revoke, or amend the Series 2024-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the Issuer, such the Trustee shall forward the notice of revocation to the affected Series 20242019-1 Noteholders Class A-2 Noteholders. (ii) In the case of any Series 2019-1 Optional Scheduled Principal Payment, on the applicable Weekly Allocation Date the 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, which report shall specify (A) the Series 2019-1 Prepayment Date on which such prepayment shall be given by made, which in all cases shall be the Trustee in next applicable Quarterly Payment Date, and (B) the name and at the expense of the IssuerSeries 2019-1 Prepayment Amount.

Appears in 1 contract

Samples: Series Supplement (Driven Brands Holdings Inc.)

Notices of Prepayments. (i) The Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242017-1 Prepayment with respect to any the Series 2017-1 Class A-2 Notes pursuant to Section 3.5(f3.6(f) to each Series 20242017-1 Noteholder affected by such Series 20242017-1 Prepayment, each Rating Agency, the Trustee Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the IssuerCo-Issuers, such notice to the affected Series 20242017-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (ii) Co-Issuers. In connection with any such Prepayment Notice, the 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). With respect to each such Series 20242017-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242017-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, and (B) the Series 20242017-1 Prepayment Amount. Amount and (iiiC) the Series 2017-1 Class A-2 Make-Whole Prepayment Consideration Calculation Date on which the Series 2017-1 Class A-2 Make-Whole Prepayment Consideration, if any, to be paid in connection therewith will be calculated. The Co-Issuers shall have the option, by written notice to the Trustee, the Control Party, each Rating Agency and the affected Noteholders, to withdraw, or amend the Series 2017-1 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 set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the 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 Issuer Co-Issuers shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.6(f) and the performance of the Issuer’s Co-Issuers’ obligations with respect to such optional prepayment may be performed by another Person. . All Prepayment Notices shall be (ivi) The Issuer shall have the option, transmitted by written notice email to (A) each affected Series 2017-1 Noteholder to the Trusteeextent such Series 2017-1 Noteholder has provided an email address to the Trustee and (B) to each Rating Agency, the Control Party Servicer and the affected Noteholders, Trustee and (ii) sent by registered mail to revoke, or amend the Series 2024-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the Issuer, such notice to the each affected Series 20242017-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer.1

Appears in 1 contract

Samples: Series Supplement (Jay Merger Sub, Inc.)

Notices of Prepayments. (i) The Issuer shall give prior written notice (each, a “Prepayment Notice”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242018-1 Prepayment with respect to any the Series 2018-1 Class A-2 Notes pursuant to Section 3.5(f3.6(g) to each Series 20242018-1 Noteholder affected by such Series 20242018-1 Prepayment, the Trustee Rating Agency, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the Issuer, such notice to the affected Series 20242018-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (ii) . In connection with any such Prepayment Notice, the 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). With respect to each such Series 20242018-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242018-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, and (B) the Series 20242018-1 Prepayment Amount. Amount and Series 2018-1 Class A-2 Make-Whole Prepayment Consideration or Series 2018-1 Class A-2-II Call Redemption Premium, if applicable, and (iiiC) 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, to be paid in connection therewith will be calculated. The Issuer shall have the option, by written notice to the Trustee, the Control Party, the Rating Agency and the affected Noteholders, to withdraw, or amend the Series 2018-1 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 2018-1 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the 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 Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.6(g) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. . All Prepayment Notices shall be (ivi) transmitted by email to (A) each affected Series 2018-1 Noteholder to the extent such Series 2018-1 Noteholder has provided an email address to the Trustee and (B) to the Rating Agency, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 2018-1 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 have the option, by give written notice of such revocation to the TrusteeServicer, the Control Party and the affected Noteholders, to revoke, or amend the Series 2024-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the Issuer, such the Trustee shall forward the notice of revocation to the affected Series 20242018-1 Noteholders shall be given by the Trustee in the name and at the expense of the IssuerNoteholders.

Appears in 1 contract

Samples: Series Supplement (Yum Brands Inc)

Notices of Prepayments. (i) The Issuer 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”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242018-1 Prepayment with respect to any the Series 2018-1 Class A-2 Notes pursuant to Section 3.5(f3.6(f) of this Series Supplement to each Series 20242018-1 Class A-2 Noteholder affected by such Series 20242018-1 Prepayment, each of the Trustee Rating Agencies, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the IssuerIssuerCo-Issuers, such notice to the affected Series 20242018-1 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (iiIssuerCo-Issuers . In connection with any such Prepayment Notice, the 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 20242018-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242018-1 Prepayment Date on which such prepayment will shall be made, which in all cases shall be a Business Day, and (B) the Series 20242018-1 Prepayment Amount. Amount and (iiiC) the Series 2018-1 Make-Whole Prepayment Consideration Calculation Date on which the applicable Series 2018-1 Make-Whole Prepayment Consideration, if any, to be paid in connection therewith shall be calculated. The IssuerCo-Issuers shall have the option, by written notice to the Trustee, the Control Party, the Rating Agencies and the affected Noteholders, to withdraw, or amend the Series 2018-1 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 2018-1 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the 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 Issuer IssuerCo-Issuers shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.6(f) and the performance of the IssuerIssuerCo-Issuers’s obligations with respect to such optional prepayment may be performed by another Person. . All Prepayment Notices shall be (ivi) The Issuer shall have transmitted by email to (A) each affected Series 2018-1 Class A-2 Noteholder to the optionextent such Series 2018-1 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 2018-1 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 the Trustee, the Control Party and the affected Noteholders, to revoke, or amend the such Series 20242018-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up Date. The IssuerCo-Issuers shall give written notice of such revocation to the fifth Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice; provided that Servicer, and at the request of the IssuerIssuerCo-Issuers , such the Trustee shall forward the notice of revocation to the affected Series 20242018-1 Noteholders Class A-2 Noteholders. (ii) In the case of any Series 2018-1 Optional Scheduled Principal Payment, on the applicable Weekly Allocation Date the 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, which report shall specify (A) the Series 2018-1 Prepayment Date on which such prepayment shall be given by made, which in all cases shall be the Trustee in next applicable Quarterly Payment Date, and (B) the name and at the expense of the IssuerSeries 2018-1 Prepayment Amount.

Appears in 1 contract

Samples: First Supplement to Series 2018 1 Supplement (Driven Brands Holdings Inc.)

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Notices of Prepayments. (i) The Issuer shall give prior written notice (each, a “Prepayment Notice”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242020-1 Prepayment with respect to any the Series 2020-1 Class A-2 Notes pursuant to Section 3.5(f3.6(f) to each Series 20242020-1 Noteholder affected by such Series 20242020-1 Prepayment, each Rating Agency, the Trustee Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the Issuer, such notice to the affected Series 20242020-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer; 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; provided, further, that the exercise of such option shall be subject to: (i) no Event of Default or Rapid Amortization Period has occurred and is continuing, (ii) the EU Securitization Laws (or, as applicable, the relevant equivalent EU legislation, or the relevant equivalent or similar provision of law or regulation applicable in the United Kingdom, as referred to in the definition of “Applicable Investor”) still being in effect and (iii) the closing of the transaction resulting in an EU Change of Control. (ii) With respect to each such Series 20242020-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242020-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, and (B) the Series 20242020-1 Prepayment AmountAmount and (C) if such Series 2020-1 Prepayment is subject to Series 2020-1 Class A-2 Make-Whole Prepayment Consideration, the Series 2020-1 Class A-2 Make-Whole Prepayment Consideration Calculation Date selected by the Issuer. (iii) Any such optional prepayment and Prepayment Notice may, in the 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 Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.6(f) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer shall have the option, by written notice to the Trustee, the Control Party Party, each Rating Agency and the affected Noteholders, to revoke, or amend the Series 20242020-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth second Business Day before the Series 20242020-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the Issuer, such notice to the affected Series 20242020-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (v) For the avoidance of doubt, a Voluntary Decrease or a Subfacility Decrease in respect of the Series 2020-1 Class A-1 Notes is governed by Section 2.2 and not by this Section 3.6.

Appears in 1 contract

Samples: Series Supplement (Vale Merger Sub, Inc.)

Notices of Prepayments. (i) The Issuer shall give prior written notice (each, a “Prepayment Notice”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242020-1 2 Class M-2 Prepayment with respect to any Class pursuant to Section 3.5(f3.5(e) to each Series 20242020-1 2 Class M-2 Noteholder affected by such Series 20242020-1 2 Class M-2 Prepayment, the Trustee and the Control Party; provided that at the request of the Issuer, such notice to the affected Series 20242020-1 2 Class M-2 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (ii) With respect to each such Series 20242020-1 2 Class M-2 Prepayment, the related Prepayment Notice shall, in each case, specify specify: (A) the Series 20242020-1 2 Class M-2 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, and (B) the Series 20242020-1 2 Class M-2 Prepayment Amount. (iii) Any such optional prepayment and Prepayment Notice may, in the 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 Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.5(e) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer shall have the option, by written notice to the Trustee, the Control Party and the affected Series 2020-2 Class M-2 Noteholders, to revoke, or amend the Series 20242020-1 2 Class M-2 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth (5th) Business Day before the Series 20242020-1 2 Class M-2 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the Issuer, such notice to the affected Series 20242020-1 2 Class M-2 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer.

Appears in 1 contract

Samples: Series Supplement (Fat Brands, Inc)

Notices of Prepayments. (i) 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 20242017-1 Prepayment Date and (ii) at least three (3) Business Days prior to any Scheduled Principal Prepayment Date with respect to any the Series 2017-1 Class A-2 Notes pursuant to Section 3.5(f3.6(f)(ii) of this Series Supplement, to each Series 20242017-1 Noteholder affected by such the applicable Series 20242017-1 Prepayment or Optional Scheduled Principal Prepayment, each of the Trustee Rating Agencies, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the Master Issuer, such notice to the affected Series 20242017-1 Noteholders shall be given by the Trustee in the name and at the expense of the Master Issuer. (ii. 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 20242017-1 Prepayment or Optional Scheduled Principal Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242017-1 Prepayment Date or Scheduled Principal Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, and (B) the Series 20242017-1 Prepayment Amount. Amount or amount of such Optional Scheduled Principal Prepayment and (iiiC) 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, 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 3.5(f3.6(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 (ivi) The Issuer shall have the option, transmitted by written notice email to (A) each affected Series 2017-1 Noteholder to the Trusteeextent such Series 2017-1 Noteholder has provided an email address to the Trustee and (B) each of the Rating Agencies, the Control Party Servicer and the affected Noteholders, Trustee and (ii) sent by registered mail to revoke, or amend the Series 2024-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the Issuer, such notice to the each affected Series 20242017-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer.1

Appears in 1 contract

Samples: Series Supplement (Dunkin' Brands Group, Inc.)

Notices of Prepayments. (i) The Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) at least fifteen ten (1510) Business Days but not more than twenty (20) Business Days prior to any Series 20242013-1 Prepayment with respect to any Class pursuant to Section 3.5(f2.5(d)(i) or Section 2.5(f) of this Series 2013-1 Supplement to each Series 20242013-1 Noteholder affected by such Series 2024-1 PrepaymentNoteholder, each of the Rating Agencies, the Trustee Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the IssuerCo-Issuers, such notice to the affected Series 20242013-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (iiCo-Issuers. In connection with any such Prepayment Notice, the 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 2.5(k) of this Series 2013-1 Supplement. With respect to each such Series 20242013-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242013-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business DayDay and, 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 20242013-1 Prepayment Amount. ”) and (iiiC) Any the date on which the Series 2013-1 Make-Whole Prepayment Premium, 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 optional prepayment and Series 2013-1 Prepayment Notice may, in Date (the 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“Series 2013-1 Make-Whole Premium Calculation Date”). The Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer Co-Issuers shall have the option, by written notice to the Trustee, the Control Party Party, the Rating Agencies and the affected Series 2013-1 Noteholders, to revokewithdraw, or amend the Series 20242013-1 Prepayment Date set forth in, in (x) any Prepayment Notice relating to an optional prepayment at any time up to the fifth second Business Day before the Series 20242013-1 Prepayment Date set forth in such Prepayment Notice and (y) subject to the requirements of the preceding sentence, any Prepayment Notice relating to mandatory prepayment upon a Change of Control at any time up to the 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 at in no event shall any Series 2013-1 Prepayment Date be amended to a date earlier than the request second Business Day after such amended notice is given. Any Prepayment Notice shall become irrevocable two Business Days prior to the date specified in the Prepayment Notice as the Series 2013-1 Prepayment Date. All Prepayment Notices shall be (i) transmitted by facsimile or email to (A) each Series 2013-1 Noteholder to the extent such Series 2013-1 Noteholder has provided a facsimile number or email address to the Trustee and (B) to each of the IssuerRating Agencies, such notice the Servicer and the Trustee and (ii) sent by registered mail to the affected each Series 20242013-1 Noteholders shall be given by the Trustee in the name and at the expense of the IssuerNoteholder.

Appears in 1 contract

Samples: Series Supplement (Iconix Brand Group, Inc.)

Notices of Prepayments. (i) The Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) at least fifteen ten (1510) Business Days but not more than twenty (20) Business Days prior to any Series 20242021-1 Prepayment with respect to any Class pursuant to Section 3.5(f3.06(d)(i) or Section 3.06(f) of this Series 2021-1 Supplement to each Series 20242021-1 Noteholder affected by of the Subclass to receive such Series 20242021-1 Prepayment, each of the Trustee Rating Agencies, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the IssuerCo-Issuers, such notice to the affected Series 20242021-1 Noteholders receiving such Series 2021-1 Prepayment shall be given by the Trustee in the name and at the expense of the Issuer. (iiCo-Issuers. In connection with any such Prepayment Notice, the 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 3.06(j) of this Series 2021-1 Supplement. With respect to each such Series 20242021-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242021-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business DayDay and, 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 20242021-1 Prepayment Amount. ”) and (iiiC) the date on which the applicable Series 2021-1 Class A-2 Make-Whole Prepayment Premium, 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 2021-1 Prepayment Date (the “Series 2021-1 Make-Whole Premium Calculation Date”). Any such optional prepayment and Prepayment Notice may, in the Issuer’s Co-Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent, precedent (including but not limited to the occurrence contemporaneous closing of a Change financing the proceeds of Controlwhich will be used to fund all or a portion of such prepayment). The Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer Co-Issuers shall have the option, by written notice to the Trustee, the Control Party 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 20242021-1 Prepayment Date set forth in, in (x) any Prepayment Notice relating to an optional prepayment at any time up to the fifth second Business Day before the Series 20242021-1 Prepayment Date set forth in such Prepayment Notice and (y) subject to the requirements of the preceding sentence, any Prepayment Notice relating to mandatory prepayment upon a Change of Control at any time up to the 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 at in no event shall any Series 2021-1 Prepayment Date be amended to a date earlier than the request second Business Day after such amended notice is given. Any Prepayment Notice shall become irrevocable two Business Days prior to the date specified in the Prepayment Notice as the Series 2021-1 Prepayment Date. All Prepayment Notices shall be (i) transmitted by facsimile or email to (A) each Series 2021-1 Noteholder of the Issuer, Subclass subject to such notice Prepayment Notice to the extent such Series 2021-1 Noteholder has provided 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 20242021-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer.1

Appears in 1 contract

Samples: Series 2021 1 Supplement (Dominos Pizza Inc)

Notices of Prepayments. (i) The Issuer shall give prior written notice (each, a “Prepayment Notice”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242022-1 Prepayment with respect to any the Series 2022-1 Class A-2 Notes pursuant to Section 3.5(f3.6(f) to each Series 20242022-1 Noteholder affected by such Series 20242022-1 Prepayment, the Trustee Rating Agency, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the Issuer, such notice to the affected Series 20242022-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (ii) With respect to each such Series 20242022-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242022-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, and (B) the Series 20242022-1 Prepayment AmountAmount and (C) if such Series 2022-1 Prepayment is subject to Series 2022-1 Class A-2 Make-Whole Prepayment Consideration, the Series 2022-1 Class A-2 Make-Whole Prepayment Consideration Calculation Date selected by the Issuer. (iii) Any such optional prepayment and Prepayment Notice may, in the 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 Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.6(f) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer shall have the option, by written notice to the Trustee, the Control Party Party, the Rating Agency and the affected Noteholders, to revoke, or amend the Series 20242022-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth second Business Day before the Series 20242022-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the Issuer, such notice to the affected Series 20242022-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (v) For the avoidance of doubt, a Voluntary Decrease or a Subfacility Decrease in respect of the Series 2022-1 Class A-1 Notes is governed by Section 2.2 and not by this Section 3.6.

Appears in 1 contract

Samples: First Supplement to Series 2022 1 Supplement (Wingstop Inc.)

Notices of Prepayments. (i) The Issuer Issuers shall give prior written notice (each, a “Prepayment Notice”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242018-1 Prepayment with respect to any Class pursuant to Section 3.5(f) Date to each Series 20242018-1 Noteholder affected by such the applicable Series 20242018-1 Prepayment, each of the Trustee Rating Agencies, the Back-Up Manager, the Control Party and the Control PartyTrustee; provided that that, at the request of the IssuerIssuers, such notice to the affected Series 20242018-1 Class A Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (iiIssuers. In connection with any such Prepayment Notice, the 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(j) of this Series Supplement. With respect to each such Series 20242018-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242018-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, and (B) the Series 20242018-1 Prepayment Amount. Amount and (iiiC) the date on which the applicable Class A Make-Whole Prepayment Premium to be paid in connection therewith will be calculated, which calculation date shall be the third (3rd) Business Day before such Series 2018-1 Prepayment Date (the “Series 2018-1 Make-Whole Premium Calculation Date”). The Issuers shall have the option, by written notice to the Trustee, the Back-Up Manager, the Control Party, the Rating Agencies and the affected Noteholders, to withdraw, or amend the Series 2018-1 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 2018-1 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment Optional Prepayment and Prepayment Notice may, in the Issuer’s 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 Issuer Issuers shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.6(f) and the performance of the Issuer’s Issuers’ obligations with respect to such optional prepayment Optional Prepayment may be performed by another Person. . All Prepayment Notices shall be transmitted via DTC to (ivA) The Issuer shall have each affected Series 2018-1 Noteholder and (B) each of the optionRating Agencies, the 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. (New York City time) two (2) Business Days prior to the Trustee, the Control Party and the affected Noteholders, to revoke, or amend the applicable Series 20242018-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up Date. The Issuers shall give written notice of such revocation to the fifth Business Day before the Series 2024Back-1 Prepayment Date set forth in such Prepayment Notice; provided that Up Manager, and at the request of the IssuerIssuers, such the Trustee shall forward the notice of revocation to the affected Series 20242018-1 Noteholders shall be given by the Trustee in the name and at the expense of the IssuerClass A Noteholders.

Appears in 1 contract

Samples: Series Supplement (SPRINT Corp)

Notices of Prepayments. (i) The Except in the case of any Series 2018-1 Optional Scheduled Principal Payment, the Issuer shall give prior written notice (each, a “Prepayment Notice”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242018-1 Prepayment with respect to any the Series 2018-1 Class A-2 Notes pursuant to Section 3.5(f3.6(f) of this Series Supplement to each Series 20242018-1 Class A-2 Noteholder affected by such Series 20242018-1 Prepayment, each of the Trustee Rating Agencies, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the Issuer, such notice to the affected Series 20242018-1 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (ii. In connection with any such Prepayment Notice, the 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 20242018-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242018-1 Prepayment Date on which such prepayment will shall be made, which in all cases shall be a Business Day, and (B) the Series 20242018-1 Prepayment Amount. Amount and (iiiC) the Series 2018-1 Make-Whole Prepayment Consideration Calculation Date on which the applicable Series 2018-1 Make-Whole Prepayment Consideration, if any, to be paid in connection therewith shall be calculated. The Issuer shall have the option, by written notice to the Trustee, the Control Party, the Rating Agencies and the affected Noteholders, to withdraw, or amend the Series 2018-1 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 2018-1 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the 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 Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.6(f) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. . All Prepayment Notices shall be (ivi) transmitted by email to (A) each affected Series 2018-1 Class A-2 Noteholder to the extent such Series 2018-1 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 2018-1 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 have the option, by give written notice of such revocation to the TrusteeServicer, the Control Party and the affected Noteholders, to revoke, or amend the Series 2024-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the Issuer, such the Trustee shall forward the notice of revocation to the affected Series 20242018-1 Noteholders Class A-2 Noteholders. (ii) In the case of any Series 2018-1 Optional Scheduled Principal Payment, on the applicable Weekly Allocation Date the 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, which report shall specify (A) the Series 2018-1 Prepayment Date on which such prepayment shall be given by made, which in all cases shall be the Trustee in next applicable Quarterly Payment Date, and (B) the name and at the expense of the IssuerSeries 2018-1 Prepayment Amount.

Appears in 1 contract

Samples: Series Supplement (Driven Brands Holdings Inc.)

Notices of Prepayments. (i) The Issuer 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”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242019-1 Prepayment with respect to any the Series 2019-1 Class A-2 Notes pursuant to Section 3.5(f3.6(f) of this Series Supplement to each Series 20242019-1 Class A-2 Noteholder affected by such Series 20242019-1 Prepayment, each of the Trustee Rating Agencies, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the IssuerIssuerCo-Issuers , such notice to the affected Series 20242019-1 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (iiIssuerCo-Issuers. In connection with any such Prepayment Notice, the 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 20242019-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242019-1 Prepayment Date on which such prepayment will shall be made, which in all cases shall be a Business Day, and (B) the Series 20242019-1 Prepayment Amount. Amount and (iiiC) the Series 2019-1 Make-Whole Prepayment Consideration Calculation Date on which the applicable Series 2019-1 Make-Whole Prepayment Consideration, if any, to be paid in connection therewith shall be calculated. The IssuerCo-Issuers shall have the option, by written notice to the Trustee, the Control Party, the Rating Agencies and the affected Noteholders, to withdraw, or amend the Series 2019-1 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 2019-1 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the 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 Issuer IssuerCo-Issuers shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.6(f) and the performance of the IssuerIssuerCo-Issuers’s obligations with respect to such optional prepayment may be performed by another Person. . All Prepayment Notices shall be (ivi) The Issuer shall have transmitted by email to (A) each affected Series 2019-1 Class A-2 Noteholder to the optionextent such Series 2019-1 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 2019-1 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 the Trustee, the Control Party and the affected Noteholders, to revoke, or amend the such Series 20242019-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up Date. The IssuerCo-Issuers shall give written notice of such revocation to the fifth Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice; provided that Servicer, and at the request of the IssuerIssuerCo-Issuers, such the Trustee shall forward the notice of revocation to the affected Series 20242019-1 Noteholders Class A-2 Noteholders. (ii) In the case of any Series 2019-1 Optional Scheduled Principal Payment, on the applicable Weekly Allocation Date the 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, which report shall specify (A) the Series 2019-1 Prepayment Date on which such prepayment shall be given by made, which in all cases shall be the Trustee in next applicable Quarterly Payment Date, and (B) the name and at the expense of the IssuerSeries 2019-1 Prepayment Amount.

Appears in 1 contract

Samples: First Supplement to Series 2019 1 Supplement (Driven Brands Holdings Inc.)

Notices of Prepayments. (i) The Issuer shall give prior written notice (each, a “Prepayment Notice”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242023-1 Prepayment with respect to any Class pursuant to Section 3.5(f3.5(g) to each Series 20242023-1 Noteholder affected by such Series 20242023-1 Prepayment, the Trustee and the Control PartyControlling Class Representative; provided that at the request of the Issuer, such notice to the affected Series 20242023-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (ii) With respect to each such Series 20242023-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242023-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, and (B) the Series 20242023-1 Prepayment Amount. (iii) Any such optional prepayment and Prepayment Notice may, in the 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 Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.5(g) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer shall have the option, by written notice to the Trustee, the Control Party Controlling Class Representative and the affected Noteholders, to revoke, or amend the Series 20242023-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth Business Day before the Series 20242023-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the Issuer, such notice to the affected Series 20242023-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer.

Appears in 1 contract

Samples: Supplement (Fat Brands, Inc)

Notices of Prepayments. (i) The Issuer shall give prior written notice (each, a “Prepayment Notice”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242020-1 Prepayment with respect to any Class pursuant to Section 3.5(f) to each Series 20242020-1 Noteholder affected by such Series 20242020-1 Prepayment, each of the Rating Agencies, the Trustee and the Control Party; provided that at the request of the Issuer, such notice to the affected Series 20242020-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (ii) With respect to each such Series 20242020-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242020-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, and (B) the Series 20242020-1 Prepayment Amount. (iii) Any such optional prepayment and Prepayment Notice may, in the 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 Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer shall have the option, by written notice to the Trustee, the Control Party Party, the Rating Agencies and the affected Noteholders, to revoke, or amend the Series 20242020-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth Business Day before the Series 20242020-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the Issuer, such notice to the affected Series 20242020-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer.

Appears in 1 contract

Samples: Supplement to Base Indenture (Fat Brands, Inc)

Notices of Prepayments. (i) The Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) at least fifteen ten (1510) Business Days but not more than twenty (20) Business Days prior to any prepayment pursuant to Sections 3.6(d)(i), (d)(ii) or 3.6(f) of this Series 2024Supplement (each, a “Series 2013-1 Prepayment with respect to any Class pursuant to Section 3.5(fPrepayment”) to each Series 20242013-1 Noteholder affected by such Series 20242013-1 Prepayment, the Trustee Rating Agencies, the Servicer and the Control PartyTrustee; provided that at the request of the IssuerCo-Issuers, such notice to the affected Series 20242013-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (iiCo-Issuers. In connection with any such Prepayment Notice, the 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 20242013-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 2024-1 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 2013-1 Prepayment Amount”) and (C) the date on which the applicable Series 2013-1 Class A-2 Make-Whole Prepayment Premium, 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 2013-1 Prepayment Date (the “Series 2013-1 Class A-2 Make-Whole Premium Calculation Date”). Each Prepayment Notice shall be revocable until two (2) Business Days prior to the Series 2013-1 Prepayment Date. All Prepayment Notices shall be (i) transmitted by facsimile or email to (A) each affected Series 2013-1 Noteholder to the extent such Series 2013-1 Noteholder has provided a facsimile number or email address to the Trustee and (B) the Rating Agencies, the Servicer and the Trustee and (ii) sent by registered mail to each affected Series 20242013-1 Prepayment Amount. (iii) Any such optional prepayment and Noteholder. A Prepayment Notice may, in may be revoked by any Co-Issuer if the Issuer’s discretion, be subject 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 satisfaction of one or more conditions precedentServicer, including but not limited to the occurrence of a Change of Control. The Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer shall have the option, by written notice to the Trustee, the Control Party and the affected Noteholders, to revoke, or amend the Series 2024-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the IssuerCo-Issuers, such the Trustee shall forward the notice of revocation to the affected Series 20242013-1 Noteholders shall be given by the Trustee in the name and at the expense of the IssuerNoteholders.

Appears in 1 contract

Samples: Series Supplement (Sonic Corp)

Notices of Prepayments. (i) The Issuer shall give prior written notice (each, a “Prepayment Notice”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242018-1 Prepayment with respect to any the Series 2018-1 Class A-2 Notes pursuant to Section 3.5(f3.6(f) to each Series 20242018-1 Noteholder affected by such Series 20242018-1 Prepayment, the Trustee Rating Agency, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the Issuer, such notice to the affected Series 20242018-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (ii) . In connection with any such Prepayment Notice, the 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). With respect to each such Series 20242018-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242018-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, and (B) the Series 20242018-1 Prepayment Amount. Amount and (iiiC) Any such optional prepayment and the Series 2018-1 Class A-2 Make-Whole Prepayment Notice mayConsideration Calculation Date on which the Series 2018-1 Class A-2 Make-Whole Prepayment Consideration, if any, to be paid in the Issuer’s discretion, connection therewith will be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Controlcalculated. The Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer shall have the option, by written notice to the Trustee, the Control Party Party, the Rating Agency and the affected Noteholders, to revokewithdraw, or amend the Series 20242018-1 Prepayment Date set forth in, in any Prepayment Notice relating to an optional prepayment at any time up to the fifth Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the Issuer, such notice to the affected Series 2024-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer.at

Appears in 1 contract

Samples: Series Supplement (Wingstop Inc.)

Notices of Prepayments. (i) The Issuer Co-Issuers shall give prior written notice (each, a “Prepayment Notice”) at least fifteen ten (1510) Business Days but not more than twenty (20) Business Days prior to any Series 20242012-1 Prepayment with respect to any Class pursuant to Section 3.5(f3.6(d)(i) or Section 3.6(f) of this Series Supplement to each Series 20242012-1 Noteholder affected by such Series 20242012-1 Prepayment, each of the Trustee Rating Agencies, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the IssuerCo-Issuers, such notice to the affected Series 20242012-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (iiCo-Issuers. In connection with any such Prepayment Notice, the 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 20242012-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242012-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business DayDay and, 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 20242012-1 Prepayment Amount. ”) and (iiiC) Any the date on which the applicable Series 2012-1 Class A-2 Make-Whole Prepayment Premium, 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 optional prepayment and Series 2012-1 Prepayment Notice may, in Date (the 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“Series 2012-1 Make-Whole Premium Calculation Date”). The Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer Co-Issuers shall have the option, by written notice to the Trustee, the Control Party Party, the Rating Agencies and the affected Noteholders, to revokewithdraw, or amend the Series 20242012-1 Prepayment Date set forth in, in (x) any Prepayment Notice relating to an optional prepayment at any time up to the fifth second Business Day before the Series 20242012-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the Issuer, such notice Notice and (y) subject to the affected Series 2024-1 Noteholders shall be given by the Trustee in the name and at the expense requirements of the Issuer.the

Appears in 1 contract

Samples: Series Supplement (Dominos Pizza Inc)

Notices of Prepayments. (i) The Issuer 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”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242019-1 2 Prepayment with respect to any the Series 2019-2 Class A-2 Notes pursuant to Section 3.5(f3.6(f) of this Series Supplement to each Series 20242019-1 2 Class A-2 Noteholder affected by such Series 20242019-1 2 Prepayment, each of the Trustee Rating Agencies, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of Scheduled Principal Payments or Series 2019-2 Class A-2 Notes Scheduled Principal Payment the IssuerIssuerCo-Issuers , such notice to the affected Series 20242019-1 2 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (iiIssuerCo-Issuers. In connection with any such Prepayment Notice, the 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 20242019-1 2 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242019-1 2 Prepayment Date on which such prepayment will shall be made, which in all cases shall be a Business Day, and (B) the Series 20242019-1 2 Prepayment Amount. Amount and (iiiC) the Series 2019-2 Class A-2 Make-Whole Prepayment Consideration Calculation Date on which the applicable Series 2019-2 Class A-2 Make-Whole Prepayment Consideration, if any, to be paid in connection therewith shall be calculated. The IssuerCo-Issuers shall have the option, by written notice to the Trustee, the Control Party, the Rating Agencies and the affected Noteholders, to withdraw, or amend the Series 2019-2 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 2019-2 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the 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 Issuer IssuerCo-Issuers shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.6(f) and the performance of the Issuer’s IssuerCo-Issuers’ s obligations with respect to such optional prepayment may be performed by another Person. . All Prepayment Notices shall be (ivi) The Issuer shall have transmitted by email to (A) each affected Series 2019-2 Class A-2 Noteholder to the optionextent such Series 2019-2 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 2019-2 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 TrusteeServicer, the Control Party and the affected Noteholders, to revoke, or amend the Series 2024-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the IssuerIssuerCo-Issuers, such the Trustee shall forward the notice of revocation to the affected Series 20242019-1 Noteholders 2 Class A-2 Noteholders. (ii) In the case of any Series 2019-2 Class A-2 Optional Scheduled Principal Payment, on the applicable Weekly Allocation Date the 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, which report shall specify (A) the Series 2019-2 Prepayment Date on which such prepayment shall be given by made, which in all cases shall be the Trustee in next applicable Quarterly Payment Date, and (B) the name and at the expense of the IssuerSeries 2019-2 Prepayment Amount.

Appears in 1 contract

Samples: First Supplement to Series 2019 2 Supplement (Driven Brands Holdings Inc.)

Notices of Prepayments. (i) The Issuer shall give prior written notice (each, a “Prepayment Notice”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242022-1 Prepayment with respect to any Class pursuant to Section 3.5(f3.5(g) to each Series 20242022-1 Noteholder affected by such Series 20242022-1 Prepayment, the Trustee and the Control Party; provided that at the request of the Issuer, such notice to the affected Series 20242022-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (ii) With respect to each such Series 20242022-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242022-1 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, and (B) the Series 20242022-1 Prepayment Amount. (iii) Any such optional prepayment and Prepayment Notice may, in the 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 Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.5(g) and the performance of the Issuer’s obligations with respect to such optional prepayment may be performed by another Person. (iv) The Issuer shall have the option, by written notice to the Trustee, the Control Party and the affected Noteholders, to revoke, or amend the Series 20242022-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up to the fifth Business Day before the Series 20242022-1 Prepayment Date set forth in such Prepayment Notice; provided that at the request of the Issuer, such notice to the affected Series 20242022-1 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer.

Appears in 1 contract

Samples: Series Supplement (Fat Brands, Inc)

Notices of Prepayments. (i) The Issuer 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”) at least fifteen (15) Business Days but not more than twenty (20) Business Days prior to any Series 20242022-1 Prepayment with respect to any the Series 2022-1 Class A-2 Notes pursuant to Section 3.5(f3.6(f) of this Series Supplement to each Series 20242022-1 Class A-2 Noteholder affected by such Series 20242022-1 Prepayment, each of the Trustee Rating Agencies, the Servicer, the Control Party and the Control PartyTrustee; provided that at the request of the IssuerCo-Issuers, such notice to the affected Series 20242022-1 Class A-2 Noteholders shall be given by the Trustee in the name and at the expense of the Issuer. (iiCo-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 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 20242022-1 Prepayment, the related Prepayment Notice shall, in each case, specify (A) the Series 20242022-1 Prepayment Date on which such prepayment will shall be made, which in all cases shall be a Business Day, and (B) the Series 20242022-1 Prepayment Amount. Amount and (iiiC) the Series 2022-1 Class A-2 Notes Make-Whole Prepayment Consideration Calculation Date on which the applicable Series 2022-1 Class A-2 Notes Make-Whole Prepayment Consideration, if any, to be paid in connection therewith shall be calculated. The Co-Issuers shall have the option, by written notice to the Trustee, the Control Party, the Rating Agencies and the affected Noteholders, to withdraw or amend the Series 2022-1 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 2022-1 Prepayment Date set forth in such Prepayment Notice. Any such optional prepayment and Prepayment Notice may, in the 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 Issuer Co-Issuers shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.5(f3.6(f) and the performance of the Issuer’s Co-Issuers’ obligations with respect to such optional prepayment may be performed by another Person. . All Prepayment Notices shall be (ivi) The Issuer shall have transmitted by email to (A) each affected Series 2022-1 Class A-2 Noteholder to the optionextent such Series 2022-1 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 2022-1 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 the Trustee, the Control Party and the affected Noteholders, to revoke, or amend the such Series 20242022-1 Prepayment Date set forth in, any Prepayment Notice relating to an optional prepayment at any time up Date. The Co-Issuers shall give written notice of such revocation to the fifth Business Day before the Series 2024-1 Prepayment Date set forth in such Prepayment Notice; provided that Servicer, and at the request of the IssuerCo-Issuers, such the Trustee shall forward the notice of revocation to the affected Series 20242022-1 Noteholders Class A-2 Noteholders. (ii) In the case of any Series 2022-1 Class A-2 Notes Optional Scheduled Principal Payment, on the applicable Weekly Allocation Date the 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, which report shall specify (A) the Series 2022-1 Prepayment Date on which such prepayment shall be given by made, which in all cases shall be the Trustee next applicable Quarterly Payment Date, and (B) the Series 2022-1 Prepayment Amount. For the avoidance of doubt, a Voluntary Decrease in the name and at the expense respect of the IssuerSeries 2022-1 Class A-1 Notes is governed by Section 2.2 and not by this Section 3.6.

Appears in 1 contract

Samples: Series 2022 1 Supplement (Driven Brands Holdings Inc.)

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