Term Loan Opt-Out. With respect to any prepayment of a Term Loan Facility pursuant to Section 2.10(b) above, the Borrower shall notify the Agent by 12:00 Noon (New York City time) on or before the third Business Day after the Borrower is in receipt of the applicable Net Cash Proceeds of the receipt of such Net Cash Proceeds and its offer to prepay the Term Loans on the fourth Business Day following receipt of such notice by the Agent. The Agent shall then notify each of the Term Loan Banks of such offer. Each Term Loan Bank, at its option, may elect not to accept such prepayment. Any Term Loan Bank declining such prepayment shall give written notice to the Agent by 12:00 Noon (New York City time) on the third Business Day immediately following the date the Term Loan Banks receive notice of such prepayment. If a Term Loan Bank fails to give notice by 12:00 Noon as set forth in the immediately preceding sentence, such Term Loan Bank shall be deemed to have accepted the offer. Any amounts that would otherwise have been applied to prepay such declining Term Loan Bank shall instead be retained by the Borrower.
Term Loan Opt-Out. With respect to any prepayment of Term Loans pursuant to Section 2.05(b), other than a mandatory prepayment with the proceeds of Permitted Credit Agreement Refinancing Indebtedness incurred pursuant to Section 7.02(o), any Term Lender, at its option, may elect not to accept such prepayment. Upon receipt by the Administrative Agent of any such prepayment of Term Loans, the amount of the prepayment that is available to prepay the Term Loans (the “Prepayment Amount”) shall be deposited in a cash collateral account on terms reasonably satisfactory to the Administrative Agent and the Borrower, pending application of such amount on the Prepayment Date as set forth below and promptly after the date of such receipt, the Administrative Agent shall notify the applicable Term Lenders of the amount available to prepay the Term Loans and the date on which such prepayment shall be made (the “Prepayment Date”). Any Lender declining such prepayment (a “Declining Lender”) shall give written notice to the Administrative Agent before 11:00 a.m. on the Business Day immediately preceding the Prepayment Date. On the Prepayment Date, an amount equal to that portion of the Prepayment Amount accepted by the applicable Term Lenders other than the Declining Lenders (such Lenders being the “Accepting Lenders”) to prepay Term Loans owing to such Accepting Lenders shall be withdrawn from the applicable cash collateral account and applied ratably to prepay Term Loans owing to such Accepting Lenders in the manner described in Section 2.05(b) for such prepayment. Any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders (“Declined Amounts”) shall be retained or applied as directed by the Borrower.
Term Loan Opt-Out. With respect to any mandatory prepayment of the Term Loans required hereunder pursuant to clauses (b) or (c) above (the “Prepayment Amount”), any Lender holding the applicable Term Loans to be prepaid may, at its option, elect not to accept such prepayment (a “Declining Lender”). That portion of the Prepayment Amount owing to Lenders other than the Declining Lenders shall be applied ratably to prepay the Term Loans owing to such Lenders in the manner described in this Section 2.08 for such prepayment and any amounts that would otherwise have been applied to prepay the Term Loans owing to Declining Lenders may be retained by the Company. It is understood and agreed that any prepayment from any Refinancing Debt is not subject to this clause (h).
