Prepayments Below Par Clause Samples
The 'Prepayments Below Par' clause defines the terms under which a borrower can repay a loan before its scheduled maturity at an amount less than the full face value (par) of the debt. Typically, this clause outlines the conditions, such as timing or specific triggers, that allow for such discounted prepayments, and may specify any required consents or limitations. Its core function is to provide flexibility for borrowers to reduce their debt obligations at a lower cost, while also addressing the lender's risk of receiving less than the originally agreed repayment amount.
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Prepayments Below Par. (a) The Borrower may from time to time notify the Administrative Agent that it desires to make voluntary prepayments of the Term Loans (each, a “Special Prepayment”) pursuant to the procedures described in this Section 2.25. In connection with any Special Prepayment, the Borrower will notify the Term Loan Lenders through the Administrative Agent (the “Special Prepayment Notice”) that the Borrower desires to prepay Term Loans in an aggregate face amount specified by the Borrower (each, a “Special Prepayment Face Amount”) at a discount which is either (x) a fixed discount specified by the Borrower (a “Fixed Discount”) or (y) a discount expected to be within a range to be specified by the Borrower with respect to such Special Prepayment (any such range, a “Discount Range”), in either case equal to a percentage of par of the principal amount of the Term Loans to be prepaid; provided that (A) if any Revolving Credit Loans are then outstanding, each Special Prepayment shall be funded with the proceeds of an issuance of Capital Stock of, or capital contribution to, the Borrower or proceeds from Indebtedness permitted to be issued under Section 7.2(s), and (B) the Special Prepayment Face Amount of all Term Loans prepaid pursuant to this Section 2.25 shall not exceed $200,000,000 in the aggregate during the term of this Agreement (the “Aggregate Special Prepayment Face Amount Limit”). The Special Prepayment Face Amount for each Special Prepayment shall not be less than $30,000,000 or, if less, an amount equal to the Aggregate Special Prepayment Face Amount Limit remaining at such time.
(b) In connection with a Special Prepayment to be at a Fixed Discount, the Borrower will allow each Term Loan Lender to specify the maximum face amount of its Term Loans as to which it is willing to accept such Special Prepayment (subject to customary and reasonable rounding requirements specified by the Administrative Agent and agreed to by the Borrower). The Borrower shall prepay Term Loans (or the respective portions thereof) offered by Lenders that accept such Special Prepayment (“Qualifying Fixed Discount Term Loans”); provided that if the aggregate face amount of such offered Qualifying Fixed Discount Term Loans would exceed the Special Prepayment Face Amount for such Special Prepayment, the Borrower shall prepay such offered Qualifying Fixed Discount Term Loans at the applicable Fixed Discount ratably based on the respective principal amounts of such offered Qualifying Fixed D...
Prepayments Below Par. Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.17) or any other Loan Document, the Borrowers shall have the right at any time and from time to time to prepay Term Loans to the Lenders at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.27, provided that (A) the proceeds of Revolving Loans and Swingline Loans shall not be used to make such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment shall be offered to all Term Lenders of a particular Facility on a pro rata basis, (C) the applicable Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the applicable Borrower (i) stating that (x) no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment and (y) each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.27 has been satisfied and (ii) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment and (D) no more than one Discounted Prepayment Option Notice may be effective at any one time.
Prepayments Below Par