Common use of Option to Decline Clause in Contracts

Option to Decline. Any mandatory prepayment required to be made pursuant to Section 3.3(b)(ii) (other than Section 3.3(b)(ii)(D)) may be declined in whole or in part by any Lender without prejudice to such Lender’s rights hereunder to accept or decline any future payments in respect of any mandatory prepayments, by providing written notice to Administrative Agent no later than 12:00 p.m. (New York City time) one (1) Business Day (or such other date acceptable to Administrative Agent) prior to the date of such prepayment. If a Lender chooses not to accept payment in respect of a mandatory prepayment in whole or in part the other Lenders that accept such mandatory prepayment shall have the option to share such proceeds on a pro rata basis by providing written notice to Administrative Agent no later than 5:00 p.m. (New York City time) (and if declined by all Lenders such declined proceeds shall be retained by the Loan Parties) on or before the date otherwise due hereunder; provided that, to the extent such mandatory prepayment is declined by all Lenders, such prepayment may be retained by the Borrower.

Option to Decline. Any mandatory prepayment in respect of the Term Loans required to be made pursuant to Section 3.3(b)(ii) (other than Section 3.3(b)(ii)(D)2.05(c) may be declined in whole or in part by any Term Lender without prejudice to such Term Lender’s rights hereunder to accept or decline any future payments in respect of any mandatory prepayments, by providing written notice to Administrative Agent no later than 12:00 5:00 p.m. (New York City time) one (1) Business Day (or such other date acceptable to Administrative Agent) prior to the date of such prepayment. If a Term Lender chooses not to accept payment in respect of a mandatory prepayment of a Term Loan in whole or in part the other Term Lenders that accept such mandatory prepayment shall have the option to share such proceeds in repayment of Term Loans on a pro rata basis by providing written notice to Administrative Agent no later than 5:00 p.m. (New York City time) (and if declined by all Lenders such declined proceeds shall be retained by the Loan Parties) on or before the date otherwise due hereunder; provided that, to the extent that if such mandatory prepayment of a Term Loan is declined by all Term Lenders, such prepayment may be retained by the Borrower.