Common use of Option of Tranche B Lenders Not to Accept Prepayments Clause in Contracts

Option of Tranche B Lenders Not to Accept Prepayments. (i) The Borrowers shall (x) at least one Domestic Business Day prior to any date (an "Unscheduled Prepayment Date") on which any prepayment of the Tranche B Loans (a "Tranche B Unscheduled Prepayment"), other than a prepayment of the Tranche B Loans in whole, would, but for the provisions of this subsection (f), otherwise have been made pursuant to Section 2.04(d) or 2.10(a), deliver a notice conforming to the requirements of subsection (f)(ii) (a "Tranche B Prepayment Notice") to the Agent and (y) on or prior to such Unscheduled Prepayment Date, deposit in the Tranche B Prepayment Account established pursuant to Section 6(A) of the Security Agreement an amount equal to the principal amount that would have been payable by the Borrowers pursuant to Section 2.04(d) or 2.10(a) on such Unscheduled Prepayment Date in respect of such Tranche B Unscheduled Prepayment. Such Tranche B Unscheduled Prepayment shall not occur on such Unscheduled Payment Date but shall instead be deferred as hereinafter provided in this subsection (f). Upon receipt of any Tranche B Prepayment Notice, the Agent shall promptly notify each Tranche B Lender of the contents hereof. (ii) Each Tranche B Prepayment Notice shall be in writing, shall refer to this Section 2.04(f) and shall (w) set forth the amount of the Tranche B Unscheduled Prepayment and the prepayment that the applicable Tranche B Lender will be entitled to receive if it accepts prepayment of its Tranche B Loans in accordance with this subsection, (x) contain an offer to prepay on a specified date (each such date, a "Deferred Tranche B Unscheduled Prepayment Date"), which shall not be less than 20 days or more than 25 days after the date of such Tranche B Prepayment Notice, the Tranche B Loans of such Tranche B Lender by an aggregate principal amount equal to such Tranche B Lender's ratable share of such Tranche B Unscheduled Prepayment (determined by reference to the outstanding principal amount of such Lender's Tranche B Loan as a proportion of the aggregate outstanding principal amount of the Tranche B Loans of all of the Tranche B Lenders), (y) request such Tranche B Lender to notify the Borrowers and the Agent in writing, no later than the fifth Domestic Business Day prior to the Deferred Tranche B Unscheduled Prepayment Date, of such Tranche B Lender's acceptance or rejection (in each case, in whole and not in part) of such offer of prepayment and (z) inform such Tranche B Lender that the failure by such Tranche B Lender to reject such offer in writing on or before the fifth day prior to such Deferred Tranche B Unscheduled Prepayment Date shall be deemed an acceptance of such prepayment offer. Each Tranche B Prepayment Notice shall be given by telecopy, confirmed hand delivery or overnight courier service, in each case addressed to the Agent and each Tranche B Lender as provided in Section 10.01. (iii) On each Deferred Tranche B Unscheduled Prepayment Date, the Agent shall withdraw from the Tranche B Prepayment Account the aggregate amount required to prepay the Tranche B Loans of each of the Tranche B Lenders that shall have accepted (or been deemed to have accepted) prepayment in accordance with the related Tranche B Prepayment Notice (each, an "Accepting Tranche B Lender") and shall cause such amount to be applied on behalf of the Borrowers to prepay the outstanding Tranche B Loans of the Accepting Tranche B Lenders. (iv) Any amount remaining in the Tranche B Prepayment Account on any Deferred Tranche B Unscheduled Prepayment Date after giving effect to the prepayments required by clause (iii) above (exclusive of any interest or profits with respect to amounts held in the Tranche B Prepayment Account) shall be withdrawn and applied by the Agent (x) to prepay the principal of the then outstanding Tranche B Loans of the Accepting Tranche B Lenders and, if the Borrowers so elect, the then outstanding Tranche A Loans, in each case ratably in proportion to their then outstanding principal amounts (including the Tranche A Loans only if the Borrowers so elect), and/or (y) after all Term Loans have been repaid, to reduce the Revolving Credit Commitments, all in accordance with subsection (d) above or Section 2.10(a), as applicable.

Option of Tranche B Lenders Not to Accept Prepayments. (i) The Borrowers shall If (x) at least one Domestic Business Day prior to any date (an "Unscheduled Prepayment Date") on which any prepayment of the Tranche B Loans (a "Tranche B Unscheduled Prepayment"), other than a prepayment of the Tranche B Loans in whole, would, but for the provisions of this subsection (f), otherwise have been made pursuant to Section 2.04(d) or 2.10(a), deliver 2.10 (a) the Borrower shall have delivered a notice conforming to the requirements of subsection (f)(ii) (a "Tranche B Prepayment Notice") to the Agent and (y) on or prior to such Unscheduled Prepayment Date, deposit the Borrower shall have deposited in the Tranche B Prepayment Account established pursuant to Section 6(A) of the Security Agreement an amount equal to the principal amount that would have been payable by the Borrowers Borrower pursuant to Section 2.04(d) or 2.10(a) on such Unscheduled Prepayment Date in respect of such Tranche B Unscheduled Prepayment. Such , then such Tranche B Unscheduled Prepayment shall not occur on such Unscheduled Payment Date but shall instead be deferred as hereinafter provided in this subsection (f). Upon receipt of any Tranche B Prepayment Notice, the Agent shall promptly notify each Tranche B Lender of the contents hereof. (ii) Each Tranche B Prepayment Notice shall be in writing, shall refer to this Section 2.04(f) and shall (w) set forth the amount of the Tranche B Unscheduled Prepayment and the prepayment that the applicable Tranche B Lender will be entitled to receive if it accepts prepayment of its Tranche B Loans in accordance with this subsection, (x) contain an offer to prepay on a specified date (each such date, a "Deferred Tranche B Unscheduled Prepayment Date"), which shall not be less than 20 days or more than 25 days after the date of such Tranche B Prepayment Notice, the Tranche B Loans of such Tranche B Lender by an aggregate principal amount equal to such Tranche B Lender's ratable share of such Tranche B Unscheduled Prepayment (determined by reference to the outstanding principal amount of such Lender's Tranche B Loan as a proportion of the aggregate outstanding principal amount of the Tranche B Loans of all of the Tranche B Lenders), (y) request such Tranche B Lender to notify the Borrowers Borrower and the Agent in writing, no later than the fifth Domestic Business Day prior to the Deferred Tranche B Unscheduled Prepayment Date, of such Tranche B Lender's acceptance or rejection (in each case, in whole and not in part) of such offer of prepayment and (z) inform such Tranche B Lender that the failure by such Tranche B Lender to reject such offer in writing on or before the fifth day prior to such Deferred Tranche B Unscheduled Prepayment Date shall be deemed an acceptance of such prepayment offer. Each Tranche B Prepayment Notice shall be given by telecopy, confirmed hand delivery or overnight courier service, in each case addressed to the Agent and each Tranche B Lender as provided in Section 10.019.01. (iii) On each Deferred Tranche B Unscheduled Prepayment Date, the Agent shall withdraw from the Tranche B Prepayment Account the aggregate amount required to prepay the Tranche B Loans of each of the Tranche B Lenders that shall have accepted (or been deemed to have accepted) prepayment in accordance with the related Tranche B Prepayment Notice (each, an "Accepting Tranche B Lender") and shall cause such amount to be applied on behalf of the Borrowers Borrower to prepay the outstanding Tranche B Loans of the Accepting Tranche B Lenders. (iv) Any amount remaining in the Tranche B Prepayment Account on any Deferred Tranche B Unscheduled Prepayment Date after giving effect to the prepayments required by clause (iii) above (exclusive of any interest or profits with respect to amounts held in the Tranche B Prepayment Account) shall be withdrawn and applied by the Agent (x) to prepay the principal of (x) the then outstanding Tranche A Loans and (y) the then outstanding Tranche B Loans of the Accepting Tranche B Lenders andLenders, if the Borrowers so elect, the then outstanding Tranche A Loans, in each case ratably in proportion to their then outstanding principal amounts (including the Tranche A Loans only if the Borrowers so elect), and/or (y) after all Term Loans have been repaid, to reduce the Revolving Credit Commitments, all in accordance with subsection (d) above or Section 2.10(a), as applicable.

Option of Tranche B Lenders Not to Accept Prepayments. (i) The Borrowers Borrower shall (x) at least one Domestic Business Day prior to any date (an "Unscheduled Prepayment Date") on which any prepayment of the Tranche B Loans (a "Tranche B Unscheduled Prepayment")Term Loans, other than a prepayment of the Tranche B such Loans in wholewhole or after all Tranche A Term Loans have been paid in full (an "Unscheduled Payment"), would, but for the provisions of this subsection paragraph (fc), otherwise have been made pursuant to this Section 2.04(d) or 2.10(a)Section 2.10, deliver a notice conforming to the requirements of subsection (f)(ii) set forth below (a "Tranche B Prepayment Notice") to the Administrative Agent and (y) on or prior to such Unscheduled Prepayment Date, deposit in the Tranche B Prepayment Account established pursuant to Section 6(A5(a) of the Borrower Security Agreement an amount equal to the principal amount that would have been payable by the Borrowers Borrower pursuant to this Section 2.04(d) or 2.10(a) Section 2.10 on such Unscheduled Prepayment Date in respect of such Tranche B Unscheduled Prepayment. Such Tranche B Unscheduled Prepayment shall not occur on such Unscheduled Payment Date but shall instead be deferred as hereinafter provided in this subsection paragraph (fc). Upon receipt of any Tranche B Prepayment Notice, the Administrative Agent shall promptly notify each Tranche B affected Lender of the contents hereof. (ii) Each Tranche B Prepayment Notice shall be in writing, shall refer to this Section 2.04(fparagraph (c) and shall (w) set forth the amount of the Tranche B Unscheduled Prepayment and the prepayment that the applicable Tranche B Term Lender will be entitled to receive if it accepts prepayment of its Tranche B Term Loans in accordance with this subsection, (x) contain an offer to prepay on a specified date (each such date, a "Deferred Tranche B Unscheduled Prepayment Date"), which shall be not be less than 20 days or three Business Days nor more than 25 days five Business Days after the date of such Tranche B Prepayment Notice, the Tranche B Term Loans of such Tranche B Lender by an aggregate principal amount equal to such Tranche B Lender's ratable share of such Tranche B Unscheduled Prepayment (determined by reference to the outstanding principal amount of such Lender's Tranche B Term Loan as a proportion of the aggregate outstanding principal amount of the Tranche B Term Loans of all of the Tranche B Lenders), (y) request such Tranche B Lender to notify the Borrowers Borrower and the Administrative Agent in writing, no later than the fifth Domestic second Business Day prior to after the Deferred Tranche B Unscheduled date of such Prepayment DateNotice, of such Tranche B Lender's acceptance or rejection (in each case, in whole and not in part) of such offer of prepayment and (z) inform such Tranche B Lender that the failure by such Tranche B Lender to reject such offer in writing on or before the fifth day prior to second Business Day after the date of such Deferred Tranche B Unscheduled Prepayment Date Notice shall be deemed an acceptance of such prepayment offer. Each Tranche B Prepayment Notice shall be given by telecopy, confirmed hand delivery or overnight courier service, in each case addressed to the Administrative Agent and each Tranche B affected Lender as provided in Section 10.019.01. (iii) On each Deferred Tranche B Unscheduled Prepayment Date, the Administrative Agent shall withdraw from the Tranche B Prepayment Account the aggregate amount required to prepay the Tranche B Term Loans of each of the Tranche B Lenders that shall have accepted (or been deemed to have accepted) prepayment in accordance with the related Tranche B Prepayment Notice (each, an "Accepting Tranche B Lender") and shall cause such amount to be applied on behalf of the Borrowers Borrower to prepay the outstanding Tranche B Loans of the Accepting Tranche B Lenders. (iv) Any amount remaining in the Tranche B Prepayment Account on any Deferred Tranche B Unscheduled Prepayment Date after giving effect to the prepayments required by clause (iii) above (exclusive of any interest or profits with respect to amounts held in the Tranche B Prepayment Account) shall be withdrawn and applied by the Administrative Agent (x) to prepay the principal of the then outstanding Tranche B Term Loans of the Accepting Tranche B Lenders and, if the Borrowers so elect, and the then outstanding Tranche A Term Loans, in each case ratably in proportion to their then outstanding principal amounts (including the Tranche A Loans only if the Borrowers so elect)amounts, and/or (y) after all Term Loans have been repaid, to reduce the Revolving Credit Commitments, all in accordance with subsection paragraph (db) above or Section 2.10(a)2.10, as applicable.

Option of Tranche B Lenders Not to Accept Prepayments. (i) The Borrowers shall (x) at least one Domestic Business Day prior to any date (an "Unscheduled Prepayment DateUNSCHEDULED PREPAYMENT DATE") on which any prepayment of the Tranche B Loans (a "Tranche TRANCHE B Unscheduled PrepaymentUNSCHEDULED PREPAYMENT"), other than a prepayment of the Tranche B Loans in whole, would, but for the provisions of this subsection (f), otherwise have been made pursuant to Section 2.04(d) or 2.10(a), deliver a notice conforming to the requirements of subsection (f)(ii) (a "Tranche TRANCHE B Prepayment NoticePREPAYMENT NOTICE") to the Agent and (y) on or prior to such Unscheduled Prepayment Date, deposit in the Tranche B Prepayment Account established pursuant to Section 6(A) of the Security Agreement an amount equal to the principal amount that would have been payable by the Borrowers pursuant to Section 2.04(d) or 2.10(a) on such Unscheduled Prepayment Date in respect of such Tranche B Unscheduled Prepayment. Such Tranche B Unscheduled Prepayment shall not occur on such Unscheduled Payment Date but shall instead be deferred as hereinafter provided in this subsection (f). Upon receipt of any Tranche B Prepayment Notice, the Agent shall promptly notify each Tranche B Lender of the contents hereof. (ii) Each Tranche B Prepayment Notice shall be in writing, shall refer to this Section 2.04(f) and shall (w) set forth the amount of the Tranche B Unscheduled Prepayment and the prepayment that the applicable Tranche B Lender will be entitled to receive if it accepts prepayment of its Tranche B Loans in accordance with this subsection, (x) contain an offer to prepay on a specified date (each such date, a "Deferred Tranche DEFERRED TRANCHE B Unscheduled Prepayment DateUNSCHEDULED PREPAYMENT DATE"), which shall not be less than 20 days or more than 25 days after the date of such Tranche B Prepayment Notice, the Tranche B Loans of such Tranche B Lender by an aggregate principal amount equal to such Tranche B Lender's ratable share of such Tranche B Unscheduled Prepayment (determined by reference to the outstanding principal amount of such Lender's Tranche B Loan as a proportion of the aggregate outstanding principal amount of the Tranche B Loans of all of the Tranche B Lenders), (y) request such Tranche B Lender to notify the Borrowers and the Agent in writing, no later than the fifth Domestic Business Day prior to the Deferred Tranche B Unscheduled Prepayment Date, of such Tranche B Lender's acceptance or rejection (in each case, in whole and not in part) of such offer of prepayment and (z) inform such Tranche B Lender that the failure by such Tranche B Lender to reject such offer in writing on or before the fifth day prior to such Deferred Tranche B Unscheduled Prepayment Date shall be deemed an acceptance of such prepayment offer. Each Tranche B Prepayment Notice shall be given by telecopy, confirmed hand delivery or overnight courier service, in each case addressed to the Agent and each Tranche B Lender as provided in Section 10.01. (iii) On each Deferred Tranche B Unscheduled Prepayment Date, the Agent shall withdraw from the Tranche B Prepayment Account the aggregate amount required to prepay the Tranche B Loans of each of the Tranche B Lenders that shall have accepted (or been deemed to have accepted) prepayment in accordance with the related Tranche B Prepayment Notice (each, an "Accepting Tranche ACCEPTING TRANCHE B LenderLENDER") and shall cause such amount to be applied on behalf of the Borrowers to prepay the outstanding Tranche B Loans of the Accepting Tranche B Lenders. (iv) Any amount remaining in the Tranche B Prepayment Account on any Deferred Tranche B Unscheduled Prepayment Date after giving effect to the prepayments required by clause (iii) above (exclusive of any interest or profits with respect to amounts held in the Tranche B Prepayment Account) shall be withdrawn and applied by the Agent (x) to prepay the principal of the then outstanding Tranche B Loans of the Accepting Tranche B Lenders and, if the Borrowers so elect, the then outstanding Tranche A Loans, in each case ratably in proportion to their then outstanding principal amounts (including the Tranche A Loans only if the Borrowers so elect), and/or (y) after all Term Loans have been repaid, to reduce the Revolving Credit Commitments, all in accordance with subsection (d) above or Section 2.10(a), as applicable.