Prepayment Notices. Unless otherwise specified in this Section 2.05, each prepayment made pursuant to this Section 2.05 shall be made upon notice by the Parent Borrower to the Administrative Agent, which may be given by telephone or e-mail (and if in writing shall be in the form of a Prepayment Notice appropriately completed and signed by a Responsible Officer of the Parent Borrower), which notice must be received by the Administrative Agent not later than 1:00 p.m. (x) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y) on the date of prepayment of Base Rate Loans. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Each telephonic notice by the Parent Borrower pursuant to this Section 2.05 must be confirmed promptly by delivery to the Administrative Agent of a written Prepayment Notice, appropriately completed and signed by a Responsible Officer of the Parent Borrower. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Revolving Facility Percentage). If such notice is given by the Parent Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; it being understood and agreed that, if such notice is given in connection with the refinancing of the entire Facility, such notice may be conditioned upon the effectiveness of Indebtedness the proceeds of which are being used to refinance the Facility and such notice may be revoked if such condition is not satisfied. Any prepayment of Eurodollar Rate Loans under this Section 2.05 shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be paid to the Lenders in accordance with their respective Revolving Facility Percentage in the manner described in Section 2.05(a) or (b), as applicable.
Prepayment Notices. The Agent shall notify the Lenders as soon as possible of any proposed prepayment of that Facility under Clause 8.3 (Voluntary prepayment).
Prepayment Notices. The Borrowers shall notify the Administrative Agent of a prepayment, specifying the date of the prepayment and the amount of the Borrowings to be prepaid, at least two (2) Business Days before the date of prepayment. Upon receipt of a notice of prepayment, the Administrative Agent shall promptly notify each Lender of its contents and of the Lender's Proportionate Share of the prepayment.
Prepayment Notices. Within two (2) business days following receipt by the Borrower, on or after the date hereof, of net funds from (i) the Funding Program, (ii) an Asset Sale, or (iii) Oil and Gas Proceeds; the Borrower shall provide written notice to the holders of the Bridge Loan Notes with respect to the receipt of such funds.
Prepayment Notices. Irrevocable prepayment notices in respect of the Facilities made available to the Borrowers under Clause 2.1(a) and (b) of the Facilities Agreement. To: Deutsche Bank AG, London Branch as Facility Agent We refer to the facilities agreement dated 16 March 2010 (as from time to time amended, varied, novated or supplemented, the “Facilities Agreement”) and made between, inter alia, Virgin Media Inc. as Ultimate Parent, Virgin Media Finance PLC as Parent, Virgin Media Investment Holdings Limited, Virgin Media Limited, Virgin Media Wholesale Limited, VMIH Sub Limited and Virgin Media SFA Finance Limited as Original Borrowers, BNP Paribas London Branch and Deutsche Bank AG, London Branch as Global Coordinators and Physical Bookrunners, BNP Paribas London Branch, Deutsche Bank AG, London Branch, Crédit Agricole Corporate and Investment Bank, GE Corporate Finance Bank SAS, Xxxxxxx Sachs International, X.X. Xxxxxx PLC, Lloyds TSB Corporate Markets, Xxxxxxx Xxxxx International, The Royal Bank of Scotland plc and UBS Limited as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG, London Branch as Facility Agent, Deutsche Bank AG, London Branch as Security Trustee and the financial and other institutions named in it as Lenders. Terms defined in the Facilities Agreement shall have the same meanings in this Certificate.
I, [name], a Director of [name of Obligor] of [address] (the “Company”) CERTIFY without personal liability, that:
(a) [attached to this Certificate marked “A” are true, correct, complete and up-to-date copies of all documents which contain or establish or relate to the constitution of the Company/;] / [the Company has not amended any of its constitutional documents in a manner which could be reasonably expected to be materially adverse to the interests of the Lenders since the date such documents were last delivered to the Facility Agent];
(b) attached to this Certificate marked [“A”/“B”] is a true, correct and complete copy of [resolutions duly passed] at a meeting of the Board of Directors duly convened and held on [·] or the equivalent thereof passed as a written resolution of the Company approving the Relevant Finance Documents to which the Company is a party and authorising their execution, signature, delivery and performance and such resolutions have not been amended, modified or revoked and are in full force and effect; and
(c) the incurrence of the indebtedness under the Additional Facility by the Company will not breach any borrowing, guar...
Prepayment Notices. (i) In addition to the delivery of the DSP Compliance Certificate and the IDP Compliance Certificate in accordance with Section 8.01(e)(i)(C), the Company or Holdings shall give the Holders notice of events arising under this Section 5.01 as follows (each such notice, including the DSP Compliance Certificate and the IDP Compliance Certificate, a “Prepayment Notice”):
(A) No later than five Business Days prior to the date of any receipt by Holdings or its Subsidiaries of Net Issuance Proceeds described in Section 5.01(a), a Notice of Equity Issuance;
(B) No later than five Business Days prior to the date of any receipt by Holdings or its Subsidiaries of Net Issuance Proceeds described in Section 5.01(b), a Notice of Debt Issuance;
(C) No later than five Business Days prior to the date of receipt by Holdings or its Subsidiaries of Net Sale Proceeds, a Notice of Asset Sale;
(D) No later than five Business Days prior to any Senior Term Loan Voluntary Prepayment Date, a Notice of Senior Loan Prepayment; and
(E) No later than five Business Days after receipt of any Net Insurance Proceeds from any Recovery Event (other than a Recovery Event where such proceeds do not exceed $1,000,000), a Notice of Recovery Event.
(ii) Each such Prepayment Notice shall specify the date fixed for prepayment (which date shall be at least five Business Days after the date of such Prepayment Notice), that such offer to prepay is made pursuant to this Section 5.01 and specifying the applicable subsection hereof, the aggregate principal amount of the Senior Notes to be prepaid on such date, the principal amount of each Senior Note held by such Holder to be prepaid (determined in accordance with Section 5.01(j)), and the interest to be paid on such proposed prepayment date with respect to such principal amount being prepaid and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount, if any, due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation.
Prepayment Notices. (a) The Trustee, upon being satisfactorily indemnified with respect to expenses, will send notice of prepayment no less than 30 nor more than 60 days prior to the prepayment date, by registered or certified mail,
(1) If DTC or its nominee is the registered owner of the Certificates, to DTC.
(2) If no book-entry-only system of registration is in effect, to each of the registered owners of the Certificates at their addresses as shown on the Trustee's registration books.
(3) In any case, to at least two national information services which disseminate redemption and prepayment information, such as the following:
(A) Financial Information, Inc.'s Daily Called Bond Service 30 Xxxxxxxxxx Street, 00xx Xxxxx Xxxxxx Xxxx, Xxx Xxxxxx 00000 Attention: Editor;
(B) Xxxxx Information Service's Called Bond Service 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000;
(C) Moody's Municipal and Government Called Bond Record 00 Xxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 10007 Attention: Municipal News Report; and
(D) Standard & Poor's Called Bond Record 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000. Failure to give any notice specified in (1) or (2), as applicable, or any defect therein, will not affect the validity of any proceedings for the prepayment of any Certificates with respect to which no such failure has occurred. Failure to give any notice specified in (3), or any defect therein, will not affect the validity of any proceedings for the prepayment of any Certificates with respect to which the notice specified in (1) or (2) is correctly given. Any notice mailed as provided herein will conclusively be presumed to have been given regardless of whether actually received by any Owner.
(b) Any prepayment notice, except a prepayment notice in respect of a sinking fund payment date, may state that the prepayment to be effected is conditioned upon the Trustee’s receipt on or prior to the prepayment date of moneys sufficient to pay the principal of and premium, if any, and interest on the Certificates to be prepaid, and that if such moneys are not so received such notice shall be of no force or effect and such Certificates shall not be required to be prepaid. If such notice contains such a condition and the Trustee does not receive moneys sufficient to pay the principal of and premium, if any, and interest on such Certificates on or prior to the prepayment date, the prepayment will not be made and the Trustee will, within a reasonable time thereafter, give notice, in a manner in ...
Prepayment Notices. The Loan Parties shall give notice (a "Prepayment Notice") to Lender of any optional prepayment under this Section 2.4 not later than 12:00 p.m., Chicago, Illinois time, on the twentieth (20th) Business Day preceding the date of prepayment, specifying the prepayment date and the Principal to be prepaid ("Prepayment Principal Amount"). Once a Prepayment Notice has been given, the Prepayment Principal Amount specified therein, together with all accrued interest to the date of prepayment, shall become due and payable on the date specified in the Prepayment Notice.
Prepayment Notices. 5.5.1 Any notice of prepayment given pursuant to this Clause 5 shall be irrevocable.
5.5.2 Any notice of prepayment given by the IBLA Creditor to the Borrower pursuant to Clause 5.2 (Mandatory Prepayment) shall specify in respect of the applicable Loan:
(i) the date on which such prepayment is to be made;
(ii) the amount of such prepayment; and
(iii) the classification and amount of any payments due under Clause 5.3 (Payment of other amounts).
Prepayment Notices. The Administrative Agent will promptly advise each Lender of any notice of prepayment it receives from the Borrower. Any amount of the Revolving Loans paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again.
