Prepayment Notices. Each prepayment made pursuant to this Section 2.03 shall be made upon notice to the Administrative Agent, which may be given by telephone, which notice must be received by the Administrative Agent not later than 12:00 P.M. (x) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y) one Business Day prior to any date of prepayment of Base Rate Loans. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. Each telephonic notice by the Borrower pursuant to this Section 2.03 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 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 Applicable Percentage(s) of the Term Facilities). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment under this Section 2.03 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 Applicable Percentages in the manner described in Section 2.03(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 and cancellation notices in respect of the “Revolving Facility” made available to the Borrowers under Clause 2.1(c) 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 ...
Prepayment Notices. Each Prepayment Notice shall be in writing, shall refer to this Section 2.09 and shall:
(i) set forth the amount of the Unscheduled Prepayment, and indicate whether the Unscheduled Prepayment is an Unscheduled Mandatory Term Loans-B Prepayment or an Unscheduled Optional Term Loans-B Prepayment;
(ii) contain an offer to prepay on a specified date (each such date, a "DEFERRED UNSCHEDULED PREPAYMENT DATE"), which shall be the tenth Euro-Dollar Business Day after the date of such Prepayment Notice, the Term Loans-B of each Term Loan-B Lender by an aggregate principal amount equal to such Term Loan-B Lender's ratable share of such Unscheduled Prepayment (determined by reference to the outstanding principal amount of such Lender's Term Loans-B as a proportion of the aggregate outstanding principal amount of the Term Loans-B of all of the Term Loan-B Lenders) (the "UNSCHEDULED PREPAYMENT OFFERED AMOUNT"), and set forth the amount of each Term Loan-B Lender's Unscheduled Prepayment Offered Amount;
(iii) request each Term Loan-B Lender to notify the Company, the Borrower (if other than the Company) and the Administrative Agent in writing, no later than the fourth Euro-Dollar Business Day after the date of such Prepayment Notice, (A) in the case of an offer to make an Unscheduled Mandatory Term Loans-B Payment, of such Lender's acceptance or rejection (in each case, in whole and not in part) of such offer of prepayment or (B) in the case of an offer to make an Unscheduled Optional Term Loans-B Prepayment, of such Lender's (1) acceptance as a Pro-Rata Accepting Lender (as defined below), (2) acceptance as an Unlimited Accepting Lender (as defined below) or (3) rejection (in each case, in whole and not in part) of such offer of prepayment;
(iv) inform such Lender that the failure by such Lender to reject such offer (or accept such offer as an Unlimited Accepting Lender (as defined below) in the case of an offer to make an Unscheduled Optional Term Loans-B Prepayment) in writing on or before the fourth Euro-Dollar Business Day after the date of such Prepayment Notice shall be deemed an acceptance by such Lender of such prepayment offer (and, in the case of an offer to make an Unscheduled Optional Term Loans-B Prepayment, shall be deemed an acceptance by such Lender as a Pro-Rata Accepting Lender (as defined below)). Each Prepayment Notice shall be given by telecopy, confirmed hand delivery or overnight courier service, in each case addressed to the Administrative Agent...
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.
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. Each prepayment of the Loan made pursuant to Section 4.4 or 4.5 shall be made upon notice to the Administrative Agent by 12:00 noon New York City time not less than three (3) Business Days prior to the date of such prepayment setting forth the following information:
(a) the date, which shall be a Business Day, on which the prepayment is to be made; and
(b) the total principal amount of such prepayment. All prepayment notices shall be irrevocable, unless such notice expressly conditions prepayment upon the availability or the effectiveness of new financing, in which case, such notice may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified effective date) to the extent such condition is not satisfied. Absent any such revocation, the principal amount of the Loan for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Any prepayment hereunder shall be subject to Borrower’s obligations to indemnify the Lenders under Section 4.8.2.
