Common use of Notice and Application of Prepayments Clause in Contracts

Notice and Application of Prepayments. (i) The Borrower shall give notice to Administrative Agent of any mandatory prepayment of the Loans pursuant to Section 1.8(c), (d), or (e), one (1) Business Day prior to the date on which such payment is due. Such notice shall state that the Borrower is offering to make or will make such mandatory prepayment on or before the date specified in Section 1.8(c), (d), or (e), as the case may be (each, a “Prepayment Date”). Upon receipt by Administrative Agent of such notice, Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s pro rata share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its pro rata share of any mandatory prepayment (but in the case of Section 1.8(d), solely to the extent not representing a refinancing of the Term Loans) by giving notice of such election in writing to Administrative Agent by 11:00 a.m., on the date that is one (1) Business Day after the date of such Lender’s receipt of notice from Administrative Agent regarding such prepayment (each such Lender, a “Declining Lender”). If a Lender fails to deliver a notice of election declining receipt of its pro rata share of such mandatory prepayment to Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s pro rata share of the total amount of such mandatory prepayment of Loans. Upon receipt by Administrative Agent of such notice, Administrative Agent shall immediately notify the Borrower of such election. Any prepayment declined by a Declining Lender may be used by the Borrower to prepay the Second Lien Debt (or, if declined by the Second Lien Lenders, retained by the Borrower and used for purposes not prohibited herein) (such declined payment, the “Declined Amount”).

Notice and Application of Prepayments. (i) The Borrower shall give notice to Administrative Agent of any mandatory prepayment of the Loans pursuant to Section 1.8(c), (d), ) or (e), one (1) Business Day prior to the date on which such payment is due. Such notice shall state that the Borrower is offering to make or will make such mandatory prepayment on or before the date specified in Section 1.8(c), (d), ) or (e), as the case may be (each, a “Prepayment Date”). Upon receipt by Administrative Agent of such notice, Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s pro rata share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its pro rata share of any mandatory prepayment (but in the case of Section 1.8(d), solely to the extent not representing a refinancing of the Term Loans) by giving notice of such election in writing to Administrative Agent by 11:00 a.m., on the date that is one (1) Business Day after the date of such Lender’s receipt of notice from Administrative Agent regarding such prepayment (each such Lender, a “Declining Lender”). If a Lender fails to deliver a notice of election declining receipt of its pro rata share of such mandatory prepayment to Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s pro rata share of the total amount of such mandatory prepayment of Loans. Upon receipt by Administrative Agent of such notice, Administrative Agent shall immediately notify the Borrower of such election. Any prepayment declined by a Declining Lender may shall be used by the Borrower to prepay the Second Lien Debt (or, if declined by the Second Lien Lenders, retained by the Borrower and used for purposes not prohibited herein) herein (such declined payment, the “Declined Amount”).

Notice and Application of Prepayments. (i) The In connection with any prepayment required under Sections 1.6(b) or Section 1.6(c), the Borrower shall give provide written notice (in form and substance reasonably acceptable to the Administrative Agent Agent) of any mandatory each such prepayment by the Borrower to the Administrative Agent, which notice shall specify the amount of the Loans prepayment and the subsection pursuant to Section 1.8(c), (d), or (e), one (1) Business Day prior to the date on which such payment prepayment is due. Such notice shall state that the Borrower is offering to make or will make such mandatory prepayment on or before the date specified in Section 1.8(c), (d), or (e), as the case may be being made (each, a “Prepayment Date”). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such LenderLxxxxx’s pro rata share Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline or accept, as the case may be, all (but not less than allor any portion) of its pro rata share Pro Rata Share of any mandatory prepayment (but in the case of Section 1.8(d), solely to the extent not representing a refinancing of the Term Loans) by giving notice of such election in writing to the Administrative Agent by no later than 11:00 a.m., a.m. on the date that is one (1) Business Day after immediately prior to the date of such Lender’s receipt of notice from Administrative Agent regarding such prepayment (each such Lender, a “Declining Lender”)Prepayment Date. If a Lender fails to deliver a notice of election declining receipt of its pro rata share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such LenderLxxxxx’s pro rata share Pro Rata Share of the total amount of such mandatory prepayment of Loansprepayment. Upon receipt by the Administrative Agent of such noticenotice of election, the Administrative Agent shall immediately notify the Borrower of such election. Any prepayment amounts declined by a Declining any Lender may shall be used by the Borrower to prepay the Second Lien Debt (or, if declined by the Second Lien Lenders, retained by the Borrower and used for purposes its Subsidiaries, if any, and may be utilized in any manner not prohibited herein) (such declined payment, inconsistent with the “Declined Amount”)terms of this Agreement.