Declined Proceeds. The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made by the Borrower pursuant to Section 2.09(b)(i) or Section 2.09(b)(ii) at least five (5) Business Days prior to the date of such prepayment (or, in the case of any such prepayment pursuant to Section 2.09(b)(ii) with the Net Proceeds of Refinancing Debt, at least one (1) Business Day prior to the date of such prepayment). Each such notice shall specify the date of such prepayment, provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term Lender of the contents of the Borrower’s prepayment notice and of such Term Lender’s Pro Rata Share under the applicable Term Loan Facility of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share under the applicable Term Loan Facility of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to Section 2.09(b)(i) or Section 2.09(b)(ii) (other than a prepayment pursuant to Section 2.09(b)(ii) with the Net Proceeds of Refinancing Debt) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York City time) three (3) Business Days after the date of such Xxxx Xxxxxx’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Term Lender shall specify the principal amount of the mandatory prepayment of Loans to be rejected by such Term Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Loans. Any Declined Proceeds shall be retained by the Borrower and shall be added to the Available Basket Amount.
Declined Proceeds. Any Lender may elect to decline the entire portion of the prepayment of the Loan pursuant to Section 2.2(d) (such declined amounts, “Declined Proceeds”) by delivering written notice to the Agent of such election one (1) Business Day prior to the date of such prepayment, in which case, the Borrowers shall have the right, but not the obligation, to either (i) make an optional prepayment on the Loan in accordance with Section 2(c) held by such Lender in an amount equal to the Declined Proceeds by such Lender, but without any Prepayment Premium or penalty, or (ii) retain such Declined Proceeds. In the absence of delivery of a notice declining any prepayment by any Lender within the time frame set forth in this clause (f), such Lender shall automatically be deemed to have accepted such payment.
Declined Proceeds. Each Term Loan Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to Section 2.7(b), to decline all (but not a portion) of its allocated amount of such prepayment (such declined amounts, solely to the extent not applied to any other Indebtedness of the Borrower or its Subsidiaries as a mandatory prepayment of such Indebtedness, the “Declined Proceeds”), in which case such Declined Proceeds may be retained by the Borrower; provided that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.7(b)(iii) above to the extent that such prepayment is made with the Net Cash Proceeds (Indebtedness) of Other Term Loans incurred to refinance Term Loans in accordance with the requirements of Section 2.23. If any Term Loan Lender fails to deliver a notice to the Administrative Agent of its election to decline receipt of its allocated amount of any mandatory prepayment within the time frame specified by the Administrative Agent, such failure will be deemed to constitute an acceptance of such Term Loan Lender’s allocated amount of the total amount of such mandatory prepayment of Term Loans.
Declined Proceeds. Notwithstanding anything contained herein to the contrary, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans or the Revolving Loans pursuant to Section 1.9(b)(i) or (iiiii), not less than two (2) Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower elects (or is otherwise required) to make such Waivable Mandatory Prepayment, the Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Term Loan of the amount of such Lender’s pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Administrative Agent of its election to do so on or before the date that is one (1) Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment less the amount of the Declined Proceeds (as defined below), which amount shall be applied by the Administrative Agent to prepay the Term Loans or the Revolving Loans, as applicable, of those Lenders that have elected to accept such Waivable Mandatory Prepayment (which prepayment of Term Loans shall be applied to the scheduled installments of principal of the Term Loans in the applicable Class(es) of Term Loans in accordance with clause (c) above). The portion of the Waivable Mandatory Prepayment otherwise payable to those Lenders that have elected to exercise such option and decline such Waivable Mandatory Prepayment (such declined amounts, the “Declined Proceeds”) shall be retained by the Borrower for any purpose not prohibited by this Agreement.
Declined Proceeds. Notwithstanding the foregoing, any mandatory prepayment paid pursuant to Sections 2.11(a) through 2.11(e) may be declined by any Lender without prejudice to such Lender’s rights hereunder to accept or decline any future payments in respect of mandatory prepayments. If a Lender chooses not to accept payment in respect of a mandatory prepayment, in whole or in part, it shall provide the Administrative Agent written notice of such rejection no later than 5:00 p.m. (New York City time) two (2) Business Days prior to the proposed prepayment date. To the extent any Lender fails to provide the notice within the time frame set forth above, it shall be deemed to have accepted the prepayment.
Declined Proceeds. Each Lender may reject all or a portion of its pro rata share or other applicable share of any mandatory prepayment other than any mandatory prepayment pursuant to Section 2.13(c) (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to Section 2.13 by providing irrevocable written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 4:00 p.m. one (1) Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be retained by Borrower.
Declined Proceeds. Notwithstanding anything contained herein to the contrary, so long as any Term Loans are outstanding, in the event the Borrower is required to prepay loans pursuant to Section 2.05(b)(iii), (iv), (v) (solely with respect to any Indebtedness issued or incurred with respect to Section 8.03(q)) and (vi), each Lender of Term Loans may (but solely to the extent the Borrower elects for this clause (ix) to be applicable to a given prepayment) reject all or a portion of its pro rata share of any such mandatory prepayment (such declined amounts, the “Declined Proceeds”)
Declined Proceeds. The Borrower shall deliver to Agent notice at least two (2) Business Days prior to the date required to make a mandatory prepayment pursuant to Section 5.06(b)(i), Section 5.06(b)(ii) or Section 5.06(b)(iv) and Agent shall promptly notify each Lender of such notice. Any Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least two (2) Business Days (or such shorter period as may be established by the Administrative Agent) prior to such required prepayment date, to decline all but not less than all of any prepayment of its Term Loans pursuant to Section 5.06(b)(i), Section 5.06(b)(ii) or Section 5.06(b)(iv) (such declined amounts, the “Declined Proceeds”); provided, however, in no event may the proceeds of any Refinancing Facility or Refinancing Notes be declined. Any Declined Proceeds may be retained by the Borrower.
Declined Proceeds. Notwithstanding the foregoing any Lender may elect, by written notice to the Administrative Agent at least three (3) Business Days prior to the prepayment date, to decline all or any portion of any mandatory prepayment of its Loans pursuant to Section 2.7(b), (c), (d), (f)(i) or (g), in which case the aggregate amount of the prepayment that would have been applied to prepay such Loans but was so declined shall be ratably offered to each Lender that initially accepted such mandatory prepayment. Each Lender that initially accepted its entire allocation of such mandatory prepayment may elect, by written notice to the Administrative Agent at least one (1) Business Day prior to the prepayment date, to decline all or any portion of its pro rata share of the remaining declined mandatory prepayments offered to it. Failure by any Lender to provide written notice to the Administrative Agent in accordance with the initial time frame established above shall result in such Lender accepting its pro rata share of the remaining declined mandatory prepayment offered to it. Any amounts rejected by such Lenders shall be retained or repaid to Borrower.
Declined Proceeds. Any Term B Lender may elect, by notice to Agent at or prior to the time and in the manner specified by Agent, prior to any prepayment of Term B Loans required to be made by Borrower pursuant to Section 2.3(b)(i) or (b)(ii) above, to decline all (but not a portion) of its Pro Rata Share of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds may be retained by Xxxxxxxx; provided that, for the avoidance of doubt, no Lender may decline any prepayment made under Section 2.3(b)(iii) above. If any Lender fails to deliver a notice to Agent of its election to decline receipt of its Pro Rata Share of any mandatory prepayment within the time frame specified by Agent, 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 Term B Loans.
