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 expenses owing under the Loan Documents.
Appears in 2 contracts
Samples: Promissory Note, Promissory Note
Special Mandatory Prepayment. If all of (a) In the Conditions event that (i) the Escrow Termination Date occurs and Escrow Agent shall not have received the Escrow Release Officers’ Certificate on or prior to Conversion are fully satisfied such date or (ii) Parent Guarantor issues a press release indicating that the Merger shall not be consummated on or prior to the Escrow Termination Date (or at all) (the date of any such event in the foregoing clauses (i) and (ii) being the “Special Termination Date”), Escrow Borrower shall prepay each then outstanding Term B Loan (the “Special Mandatory Prepayment”) at a price equal to (x) 100% of the initial issue price of each Term B Loan, less (y) any upfront fees paid in respect of such Term B Loan pursuant to the Escrow Funding Date Letter, plus (z) accrued and unpaid interest on such Term B Loan to, but excluding, the Special Mandatory Prepayment Date (the “Special Mandatory Prepayment Price”). If, on the Special Termination Date, the Loan evidenced aggregate value of the Escrowed Property is less than the amount required to pay the Special Mandatory Prepayment Price for all of the Term B Loans, Escrow Borrower shall be required to deposit or cause to be deposited into the Escrow Account an amount in cash equal to such shortfall so that the Escrowed Property shall be sufficient to pay the Special Mandatory Prepayment Price for all of the Term B Loans. For the avoidance of doubt, Xxxxxx Borrower shall not be required to effect a Special Mandatory Prepayment following the Escrow Release.
(b) Notice of the Special Mandatory Prepayment shall be delivered by this Note Escrow Borrower, no later than one Business Day following the Special Termination Date, to Agent and Escrow Agent, and such notice shall convert provide that the Term B Loans shall be prepaid on a date that is no later than the Conversion Date from third Business Day after the date such notice is given by Escrow Borrower (the “construction loan phase” to the “permanent loan phase” and, Special Mandatory Prepayment Date”) in accordance with Section 2.3, above, Borrower shall commence monthly “mortgage” style payments the terms of principal this Agreement and interest under this Notethe Escrow Agreement. Borrower shall, not later than thirty (30) days prior Upon the deposit of funds sufficient to pay the earlier to occur Special Mandatory Prepayment Price in respect 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 Term B Loans 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, prepaid on the Termination Special Mandatory Prepayment Date with Agent on or before the Special Mandatory Prepayment Date, the entire outstanding principal balance Term B Loans shall cease to bear interest and all rights of the Loan together with all accrued and unpaid interest thereon and other accrued and unpaid fees, costs and expenses owing Lenders under the Loan DocumentsTerm B Loans shall terminate (other than the right to receive the applicable Special Mandatory Prepayment Price).
Appears in 1 contract
Samples: Credit Agreement (Forward Air Corp)
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 The Company shall, not later than thirty five (305) days prior to Business Days after the earlier to occur of (a) the proposed “Conversion Date” date on which the Elizabethtown Acquisition Agreement is terminated without prior or concurrent consummation of the Termination DateElizabethtown Gas Acquisition, and (b) the date that is the one-year anniversary of the First Closing, if the Company shall not have received, on or prior to the date that is the one-year anniversary of the First Closing, all consents, approvals and authorizations from each Governmental Authority that are required in connection with the consummation of the Elizabethtown Gas Acquisition and the Elizabethtown Gas Acquisition has not been consummated on or prior to such date, give Lender, Trustee and Bondowner Representative written notice (the “Conversion Election Mandatory Prepayment Notice”) that Borrower has elected of such circumstances to convert each holder of the Loan from Notes. The Mandatory Prepayment Notice shall (i) describe the construction loan phase foregoing facts and circumstances, as applicable, (ii) make reference to this Section 8.8 and the obligation of the Company to mandatorily prepay all of the outstanding Notes in full at a price equal to 100% of the outstanding principal amount of the Notes, together with accrued interest thereon to the permanent loan phasedate of such prepayment and a prepayment fee equal to 1.0% of the principal amount of the Notes so prepaid (the “Prepayment Settlement Amount”), and (iii) specify a date (which shall be a Business Day) for such prepayment (the “Mandatory Prepayment Date”), which date shall not be less than five (5) Business Days nor more than 30 Business Days after the date of the Mandatory Prepayment Notice. The Conversion Election Mandatory Prepayment Notice shall be accompanied by (a) a written certification by Borrower certificate of a Senior Financial Officer setting forth the principal amount, accrued interest and Prepayment Settlement Amount payable to Lender, Trustee and Bondowner Representative stating that all of each holder in connection with such prepayment. On 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 Mandatory Prepayment Date, the entire outstanding aggregate principal balance amount of the Loan all Notes, together with all accrued and unpaid interest thereon and other accrued the Prepayment Settlement Amount shall become due and unpaid feespayable. Xxxxx Xxxxxx Industries, costs and expenses owing under the Loan Documents.Inc. Note Purchase Agreement
Appears in 1 contract
Samples: Note Purchase Agreement (South Jersey Industries Inc)
