Special Mandatory Prepayment. If the aggregate amount which would be includible in gross income for federal income tax purposes with respect to the Loans before the close of any “accrual period” (as defined in Section 1272(a)(5) of the Code and Treasury Regulation Section 1.1272-1(b)(1)(ii)) ending after five years from the Closing Date (the “Aggregate Inclusion”) exceeds an amount equal to the sum of (x) the aggregate amount of interest to be paid in cash under the Loans before the close of such accrual period and (y) the product of the issue price of the Loans (as determined under Section 1273(b) of the Code) multiplied by the yield to maturity of the Loans (as determined for purposes of applying Section 163(i) of the Code) (the sum of (x) and (y), the “Adjusted Actual Payment”), the Borrower shall, before the close of any such accrual period, make a mandatory prepayment in cash (any such prepayment, a “Special Mandatory Prepayment”) on the Loans in an amount equal to the amount by which the Aggregate Inclusion as of such time exceeds the Adjusted Actual Payment. Such Special Mandatory Prepayment will be applied against and reduce the principal amount of the Loans outstanding at such time, but will be taken into account as payments of interest for purposes of calculating any subsequent Special Mandatory Prepayments. The Lenders and the Borrower intend that the Special Mandatory Prepayments be sufficient to result in the Loans being treated as not having “significant original issue discount” within the meaning of Section 163(i)(2) of the Code, and this paragraph shall be interpreted in a manner consistent with such intent.
Special Mandatory Prepayment. If all of the Conditions to Conversion are fully satisfied prior to the Termination Date, the Loan evidenced by this Note shall convert on the Conversion Date from the “construction loan phase” to the “permanent loan phase” and, in accordance with Section 2.3, above, Borrower shall commence monthly “mortgage” style payments of principal and interest under this Note. Borrower shall, not later than thirty (30) days prior to the earlier to occur of the proposed “Conversion Date” or the Termination Date, give Lender, Trustee and Bondowner Representative written notice (“Conversion Election Notice”) that Borrower has elected to convert the Loan from the construction loan phase to the permanent loan phase. The Conversion Election Notice shall be accompanied by (a) a written certification by Borrower to Lender, Trustee and Bondowner Representative stating that all of the Conditions to Conversion have been fully satisfied, plus (b) a rent roll covering the Property for each of the three full calendar months immediately preceding the date of the Conversion Election Notice, certified by Borrower as true, correct and complete, plus (c) operating statements for the Project for each of those three (3) calendar months, in the form required by the Loan Agreement, containing the certificates required under the Loan Agreement, and certified by Borrower to be true, correct and complete. If Bondowner Representative, based upon the information described above, and such other information as it may require Borrower to deliver to it as evidence of satisfaction of the Conditions to Conversion, shall concur that the Conditions to Conversion have been fully satisfied, Bondowner Representative shall give written notice (“Conversion Notice”) of such determination to Lender, Trustee and Borrower. In the Conversion Notice, Bondowner Representative shall establish the effective date of the conversion (the “Conversion Date”) of the Loan from the construction loan phase to the permanent loan phase, which effective date shall be the first day of the calendar month following the month in which Bondowner Representative issues the Conversion Notice (but in no event later than the Termination Date). If the Conditions to Conversion have not been fully satisfied prior to the Termination Date, Borrower shall pay to Lender, on the Termination Date, the entire outstanding principal balance of the Loan together with all accrued and unpaid interest thereon and other accrued and unpaid fees, costs and...
Special Mandatory Prepayment. If the Escrow Release Date has not occurred prior to the earlier of (x) the date on which the Borrower determines in its sole discretion that any of the conditions precedent set forth in Section 3.02 cannot be satisfied and (y) the Escrow End Date (the earlier of such dates being the “Escrow Conditions Failure Date”), then on the third Business Day following the Escrow Conditions Failure Date (or, if the Escrow Conditions Failure Date shall be the Escrow End Date, on the Escrow End Date), the outstanding principal amount of the Advances (less any original issue discount related to the Advances) shall be prepaid out of amounts released from the Escrow Account, together with all accrued and unpaid interest thereon from the Funding Date to but excluding the date of such prepayment and all other expenses or other amounts then due and owing under any Loan Document.
Special Mandatory Prepayment. The principal portion of Basic Lease Payments due under this Series 2006-1 Lease represented by Provider Certificates shall be subject to prepayment in periodic installments in accordance with the Liquidity Facility and at the Prepayment Price provided in the Liquidity Facility.
(i) The extraordinary prepayment provisions set forth in Section 7.2(b) and Section 5.4(b) of the Master Lease shall not apply to Basic Lease Payments represented by the Series 2015A Certificates. Notwithstanding anything in the Series 2006-1 Lease to the contrary, in lieu of the extraordinary prepayment provisions of Section 5.4(b) of the Master Lease, the amount that would be allocable to the Series 2015A Certificates had they been subject to the extraordinary prepayment provisions of Section 5.4(b) of the Master Lease, shall be used instead in accordance with the following: Such Net Proceeds shall either (1) be applied to pay the Costs of other Facilities, in which case such other Facilities shall become subject to the provisions of this Series 2006-1 Lease as fully as if they were the originally leased Series 2006-1 Facilities or (2) at the direction of the School Board, upon delivery to the Trustee of a Favorable Opinion, such Net Proceeds shall be deposited in the Series 2006-1 Lease Payment Account to be credited against Basic Lease Payments next coming due in accordance with Section 3.2(c) of the Master Lease.
(ii) The principal portion of Basic Lease Payments due under the Series 2006-1 Lease shall be subject to prepayment in the event the Series 2006-1 Lease terminates prior to payment in full of all of the Basic Lease Payments, to the extent the Trustee has moneys available for such purpose pursuant to the Trust Agreement or, with respect to the Insured Series 2015A Certificates, the Series 2015A Credit Facility Issuer exercises its option under the Series 2006-1 Lease to direct the Trustee to declare all or a portion of the Purchase Option Price payable, to the extent and subject to the limitations provided in the Master Lease, and has directed the Trustee to prepay the principal amount of the Insured Series 2015A Certificates in whole.
(i) The extraordinary prepayment provisions set forth in Section 7.2(b) and Section 5.4(b) of the Master Lease shall not apply to Basic Lease Payments represented by the Series 2015C Certificates. Notwithstanding anything in the Series 2006-1 Lease to the contrary, in lieu of the extraordinary prepayment provisions of Section 5.4(b) of t...
Special Mandatory Prepayment. Not later than the first Business Day following the consummation of the Xxxxxxx Drop-Down, the Borrower shall prepay all outstanding Tranche A-2 Term Loans and Tranche A-4 Term Loans. Mandatory prepayments made pursuant to this Section 2.13A shall be applied without premium or penalty, other than as may be payable pursuant to Section 2.16.
Special Mandatory Prepayment. If
(a) the Borrower does not consummate an exchange offer, tender offer, refinancing or otherwise consummate retirement transactions with respect to, or otherwise economically or legally defease (i) at least 80% in aggregate principal amount outstanding on March 21, 2003 of the 7.00% Senior Notes on or before July 1, 2004 or (ii) at least 80% in aggregate principal amount outstanding on March 21, 2003 of the 6.875% Senior Notes on or before September 15, 2004, and (b) the Borrower does not extend the maturities of such Senior Notes to at least six months after the Maturity Date prior to July 1, 2004 or September 15, 2004, as applicable, then (w) the Loans shall become due and payable in full on July 1, 2004 or September 15, 2004, as applicable, (x) the Borrower shall prepay the Loans and deposit into the Cash Collateral Account an amount in cash equal to the aggregate undrawn face amount of all outstanding Letters of Credit on such date, and shall pay the Lenders on such date a prepayment fee equal to two percent (2%) of the aggregate principal amount of the Loans and the Total Credit-Linked Deposits then outstanding, (y) that portion of the Total Credit-Linked Deposits in excess of the then aggregate LC Exposure shall be permanently reduced and (z) the Lenders' and the Issuing Banks' obligations hereunder to extend any additional credit shall terminate in full. No other Make-Whole Premium shall be due as a result of such mandatory prepayment. For the avoidance of doubt, in any event after giving effect to such reduction, the Total Credit-Linked Deposits shall not be less than the then aggregate LC Exposure. In the event the Credit-Linked Deposits shall be reduced as provided in this SECTION 2.7(d), the Administrative Agent will return all amounts in the Credit-Linked Deposit Account in excess of the reduced Credit-Linked Deposits to the Lenders, ratably in accordance with their Commitment Percentages of the Total Credit-Linked Deposits.
Special Mandatory Prepayment. If the Term Loan Escrow Release Date has not occurred upon the earlier of (x) the date on which the Borrower determines in its sole discretion that any of the Term Loan Escrow Release Conditions cannot be satisfied and (y) the Term Loan Escrow End Date (the earlier of such dates, the “Term Loan Escrow Conditions Precedent Date”), the Escrow Borrower will prepay on the Term Loan Escrow Redemption Date, the gross proceeds of the Term Loans funded into the Term Loan Escrow Account, together with all accrued and unpaid interest and all accreted original issue discount on such Term Loans, from the Closing Date to but excluding the Term Loan Escrow Conditions Precedent Date and all other expenses or other amounts then due and owing under any Loan Document (collectively, the “Term Loan Escrow Prepayment Amount”). In accordance with the provisions of the Term Loan Escrow Agreement, funds in excess of the Term Loan Escrow Prepayment Amount shall be released to Lyondell Chemical.
Special Mandatory Prepayment. The principal portion of Basic Lease Payments due under this Series 2004-1 Lease represented by Provider Certificates shall be subject to prepayment in periodic installments in accordance with the Liquidity Facility and at the Prepayment Price provided in the Liquidity Facility.
Special Mandatory Prepayment. If the Incremental Term Loans shall have been funded hereunder but Terex shall not have consummated its proposed acquisition of Genie Holdings, Inc. (the "Acquisition") on or prior to October 15, 2002, then on October 16, 2002, Terex shall prepay Term Loans and Other Term Loans in accordance with Section 2.13(f) of the Credit Agreement by an amount equal to at least $200,000,000 (the "Prepayment"); provided, however, that if on October 15, 2002 each of CSFB Cayman, Citi/SSB and the Administrative Agent shall reasonably determine that Terex has not consummated the Acquisition solely on account of a delay by the applicable French regulatory agency or other French governmental organization to approve the consummation of the Acquisition, then Terex shall not be required to make the Prepayment on October 16, 2002; provided further that in any case if the Acquisition has not been consummated by November 15, 2002, Terex shall make the Prepayment on November 16, 2002.
Special Mandatory Prepayment. The principal portion of Basic Lease Payments due under this Series 2006-2 Lease represented by Provider Certificates shall be subject to prepayment in periodic installments in accordance with the Liquidity Facility and at the Prepayment Price provided in the Liquidity Facility. The principal portion of Basic Lease Payments shall be subject to prepayment in the event the Series 2006-2 Lease terminates prior to payment in full of all of the Basic Lease Payments due thereunder, to the extent the Trustee has moneys available for such purpose pursuant to this Series 2015A Trust Agreement and the Series 2006-2 Lease, to the extent and subject to the limitations provided in the Master Lease.
