Optional and Mandatory Prepayments Clause Samples
The "Optional and Mandatory Prepayments" clause defines the circumstances under which a borrower can or must repay a loan before its scheduled maturity. In practice, this clause distinguishes between prepayments the borrower may choose to make at their discretion (optional) and those required by the lender under specific conditions, such as asset sales or excess cash flow (mandatory). Its core function is to provide clear rules for early repayment, ensuring both parties understand when and how prepayments can occur, thereby managing the lender’s risk and the borrower’s flexibility.
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Optional and Mandatory Prepayments. (a) Each of the Borrowers may at any time and from time to time prepay the Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection 4.12, without premium or penalty, upon irrevocable notice by the Borrower Representative to the Administrative Agent prior to 11:00 A.M., New York City time three Business Days prior to the date of prepayment (in the case of Eurodollar Loans or BA Equivalent Loans and Reimbursement Obligations outstanding in any Designated Foreign Currency), prior to 11:00 A.M., New York City time at least one Business Day prior to the date of prepayment (in the case of ABR Loans and Canadian Prime Rate Loans other than Swingline Loans) or same-day irrevocable notice by the Borrower Representative to the Administrative Agent (in the case of (x) Swingline Loans and (y) Reimbursement Obligations outstanding in Dollars or a Designated Foreign Currency)). Such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Loans or Swingline Loans, or a combination thereof, and (ii) of Eurodollar Loans, BA Equivalent Loans, ABR Loans or Canadian Prime Rate Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan or BA Equivalent Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12, the Revolving Credit Loans and the Reimbursement Obligations pursuant to this Section shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of the Swingline Loans then outstanding, second, to payment of the Revolving Credit Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding and, last, to cash collateralize any outstanding L/C Obligation on terms reasonably s...
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least four Business Days' irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof.
(b) If on any date (including any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the then aggregate Revolving Credit Commitments, then, without notice or demand, the Borrower shall promptly prepay the Revolving Credit Loans in an amount equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c).
(c) The application of any prepayment pursuant to subsection 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsection 4.1(b) (other than Alternate Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.
Optional and Mandatory Prepayments. (a) Each Borrower may prepay the Loans made to it, in whole or in part, without premium or penalty, upon at least one Business Day’s notice to the Administrative Agent, specifying the date and amount of prepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of at least $100,000.
(b) If, at any time and from time to time, either (i) (x) for each Borrower other than Designated Borrowers, the Asset Coverage Ratio for such Borrower shall be less than 300%, or (y) for each Designated Borrower, the Asset Coverage Ratio shall be less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borrower, or (ii) the aggregate amount of all borrowings of a Borrower (including without limitation the Loans made to a Borrower) then outstanding exceeds the borrowing limits provided in such Borrower’s Prospectus; then in each case within three Business Days thereafter such Borrower shall repay Loans made to such Borrower to the extent necessary to ensure that (x) the Asset Coverage Ratio of all borrowings of such Borrower after such payments is in compliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement and (y) the aggregate amount of all borrowings made to such Borrower then outstanding does not after such payments exceed such limits, as the case may be.
Optional and Mandatory Prepayments. (a) Borrower may prepay without premium or penalty a Prime Rate Loan, in whole or in part, with accrued interest to the date of such prepayment on the amount prepaid, provided that, each partial prepayment shall be in a principal amount of not less than One Hundred Thousand Dollars ($100,000) (each such payment, a “Prime Rate Optional Prepayment”).
(b) Borrower may prepay without premium or penalty but subject to the provisions of Section 13.03 hereof a Eurodollar Loan, in whole or in part, with accrued interest to the date of such prepayment on the amount paid, provided that, each partial prepayment shall be in a principal amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000) (each such payment, a “Eurodollar Optional Prepayment”, and together with each Prime Rate Optional Prepayment, collectively, an “Optional Prepayment”).
(c) During the term of this Agreement, Borrower shall make mandatory prepayments (i) in an amount equal to the net proceeds received in any Fiscal Year in excess of Fifteen Million Dollars ($15,000,000) in the aggregate, from the sale (other than a sale in the ordinary course of business) of all or any part of the assets of the Borrower or any Restricted Subsidiary; (ii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary from the sale or issuance of any debt instrument, and (iii) in an amount equal to the net proceeds received by Borrower or any Restricted Subsidiary under any insurance policy, to the extent that, in the case of property and casualty insurance, such proceeds are not used by Borrower or such Restricted Subsidiary to repair or replace the property which was the subject of such insurance claim, with a reasonable period of time but in no event later than six (6) months from the date such proceeds are received by the Borrower or such Subsidiary, unless Borrower or such Subsidiary has taken action to effect such repair or replacement, as determined by the Agent in good faith, or unless otherwise agreed to by the Agent. With respect to prepayments received by the Agent for the ratable benefit of Banks under this Section 2.08(c), such prepayments shall be applied first, to the then outstanding Revolving Credit Loans, second, to the repayment of the Term Loan if it remains outstanding, and third, at the discretion of Agent, to be held as Cash Collateral to secure Letter of Credit Obligations.
(d) To the extent that, at any given time, (i) the Outstanding Credit Fac...
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice to the Administrative Agent prior to 11:00 A.M., New York City time, one Business Day (or, in the case of Swing Line Loans, by irrevocable notice to the Administrative Agent by 11:00 A.M., New York City time, on the same Business Day) in the case of ABR Loans, and three Business Days' irrevocable notice to the Administrative Agent in the case of the Eurodollar Loans, prior to such prepayment, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of any such notice the Administrative Agent shall notify each affected Lender thereof on the date of receipt of such notice. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with any amounts payable pursuant to subsection 3.11. Partial prepayments and accompanying reductions in the Revolving Credit Commitments (except (x) in the case of Swing Line Loans which shall be in accordance with subsection 2.7 and (y) in the case of Revolving Credit Loans under subsection 2.14(c)) shall be in an aggregate principal amount of at least $500,000.
(b) Unless the Required Lenders otherwise agree, the Revolving Credit Commitments shall be permanently reduced with (i) 100% of the Net Proceeds of any Equity Offering by Holdings or any incurrence of Indebtedness by any Loan Party on or after the Closing Date (other than any Indebtedness permitted pursuant to subsection 7.2), provided however that, in the case of a Public Equity Offering by Holdings, the Net Proceeds may be used at the discretion of Holdings and the Borrower, including without limitation to (u) redeem, repurchase, defease or prepay or retire the PIK Preferred or other preferred stock of
(a) (except to the extent that the assets disposed of in such Asset Sale are replaced with Replacement Assets within 360 days following the date of such Asset Sale) and 7.6(b), in each case, to the extent that such Net Proceeds realized from any such Asset Sale (or series of related Asset Sales) in any fiscal year are greater than $1,000,000; provided Net Proceeds of any Asset Sale shall not be required to be applied to permanently reduce Revolving Credit Commitments pursuant to this subsection until such time...
Optional and Mandatory Prepayments. (a) The Borrower shall have the right from time to time on any Payment Business Day to prepay the Loans, in whole or in part, upon at least two (2) Business Days’ prior written notice (or telephone notice promptly confirmed by written notice) to the Administrative Agent before 12:00 noon, New York City time; provided, however, that (i) each partial prepayment under each Tranche shall be in a principal amount of at least $100,000 and integral multiples of $100,000 in excess thereof, or, if less, the entire principal amount then outstanding under such Tranche and (ii) the Borrower shall not make more than four (4) prepayments under this Section 2.07 in any calendar month. Each notice of prepayment shall be irrevocable, shall be substantially in the form of Exhibit B and shall specify the prepayment date (each, an “Optional Prepayment Date”) and the principal amount of each Tranche to be prepaid.
(b) [Redacted].
(c) All prepayments shall be subject to Section 2.09 but shall otherwise be without premium or penalty. All partial prepayments occurring on a Rollover Date may, and prepayment in whole shall, be accompanied by accrued and unpaid interest and Fees on the principal amount to be prepaid to but excluding the date of payment. All partial prepayments occurring on a date other than a Rollover Date shall consist of the principal amount to be prepaid only and all accrued and unpaid interest and Fees on the principal amount to be prepaid to but excluding the date of payment shall be added to the principal amount pursuant to Sections 2.04 and/or 2.05 (as applicable), in each case on the next succeeding Interest Accrual Date. In the case of each prepayment of Loans of any Tranche of less than the entire unpaid principal amount of the outstanding Loans of such Tranche, the prepayment of such Tranche shall be shared pro rata by the Lenders holding such Tranche according to each Lender’s pro rata share of outstanding Commitments of such Tranche.
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the Term Loans made to it, in whole or in part, subject to Section 4.12, without premium or penalty (except as provided in Section 4.5(b) and (c)), upon notice by the Borrower to the Administrative Agent prior to 2:00 P.M., New York City time at least three Business Days prior to the date of prepayment (in the case of Eurodollar Loans), or prior to 2:00 P.M., New York City time at least one Business Day prior to the date of prepayment (in the case of ABR Loans). Such notice shall specify, in the case of any prepayment of Term Loans, the applicable Tranche being repaid (which, at the discretion of the Borrower, may be the Initial Term Loans, the Tranche B Term Loans any Incremental Loans or any Extended Term Loans and/or a combination thereof), and if a combination thereof, the principal amount allocable to each, the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Section 4.12. Partial prepayments pursuant to this Section 4.4(a) shall be equal to $1.0 million or a whole multiple of $500,000 in excess thereof; provided that, notwithstanding the foregoing, any Term Loan may be prepaid in its entirety. Each prepayment of Initial Term Loans pursuant to this Section 4.4(a) made on or prior to the first anniversary of the Closing Date in connection with an Initial Term Loan Repricing Transaction shall be accompanied by the payment of the fee required by Section 4.5(b). Each prepayment of Tranche B Term Loans pursuant to this Section 4.4(a) (except a prepayment required to be made pursuant to Section 8...
Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time prepay the Term Loans made to it in whole or in part, subject to subsection 3.12, without premium or penalty, upon at least three Business Days’ irrevocable notice by the Borrower to the Administrative Agent (in the case of Eurocurrency Loans), and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (in the case of ABR Loans). Such notice shall specify the date and amount of prepayment and, whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each, and the allocation of such prepayment among each Tranche of Term Loans. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 3.12 and accrued interest to such date on the amount prepaid. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.Partial prepayments of Term Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, theany Tranche of Term Loans may be prepaid in theirits entirety.
(b) If on or after the Closing Date the Borrower or any Restricted Subsidiary shall incur Indebtedness for borrowed money (other than Indebtedness permitted pursuant to subsection 7.1), then, in each case, the Borrower shall prepay, in accordance with subsections 3.4(e) and (f), the Term Loans in an amount equal to (i) 100% of the Net Cash Proceeds thereof minus (ii) the portion of such Net Cash Proceeds applied (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Addi...
Optional and Mandatory Prepayments. (a) The Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, prepay the Revolving Credit Loans, in whole or in part, without premium or penalty, upon at least four Business Days' irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof.
(b) If on any date (including any date on which a certificate of a Responsible Officer of the Borrower is delivered pursuant to subsection 7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding exceeds the lesser of (i) the then aggregate Revolving Credit Commitments or (ii) the then applicable Incurrence Limitation, then, without notice or demand, the Borrower shall, no later than 15 days following such date, prepay the Revolving Credit Loans in an amount equal to such excess. The Borrower may, subject to the terms and conditions of this Agreement, reborrow the amount of any prepayment made under subsection 4.1(c).
(c) The application of any prepayment pursuant to subsections 4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under subsections 4.1(b) (other than Alternate Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.
Optional and Mandatory Prepayments. 11 2.7 Interest Rates and Payment Dates.......................................................................... 12 2.8 Computation of Interest and Fees.......................................................................... 12 2.9 Pro Rata Treatment and Payments........................................................................... 13 2.10