Common use of Rejection; Acceptance Clause in Contracts

Rejection; Acceptance. The Required Lenders may, on behalf of each Lender, accept or reject the offer to prepay made pursuant to this Section 2.02(d)(iii) by causing a notice of such acceptance or rejection to be delivered to Borrower (with a copy to Agent and the Lenders) not less than ten (10) Business Days after Lender’s receipt of such offer. A failure by the Required Lenders to so respond to an offer to prepay made pursuant to this Section 2.02(d)(iii) shall be deemed to constitute an acceptance of such offer by the Required Lenders on behalf of all Lenders. Notwithstanding any rejection of an offer to prepay by the Required Lenders (such rejected prepayment offer amount, the “ECF Declined Amount”), the Borrower may, at its option, nonetheless prepay the Loans in an aggregate amount equal to (A) 37.5% of the Excess Cash Flow for such fiscal quarter plus (B) accrued and unpaid interest thereon through and including the date of such prepayment, plus (C) the applicable Prepayment Premium, plus (D) any other amounts then due to Agent and Lenders, on a pro rata basis in accordance with Section 2.04(d), with any residual ECF Declined Amount being retained by the Borrower.