Common use of Declined Proceeds Clause in Contracts

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. 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 share of any mandatory prepayment of Loans required to be made pursuant to this Section 2.03(b) (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 3:00 p.m. two (New York City time) three (32) Business Days after prior to 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 repayment 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 offered to the Lenders not so declining such prepayment on a pro rata basis in accordance with the amounts of the Loans of such Lender (with such non-declining Lenders having the right to decline any prepayment with Declined Proceeds by providing written notice to the Administrative Agent no later than 3:00 p.m. one (1) Business Day prior to the date of such prepayment). If a non-declining Lender fails to deliver notice to the Administrative Agent within the time frame specified, any such non-declining Lender shall be deemed to have declined the additional proceeds. To the extent such non-declining Lenders elect to decline their share of such Declined Proceeds, any Declined Proceeds remaining thereafter shall be retained by the Borrower and shall be added to the Available Basket AmountBorrower.

Declined Proceeds. The Borrower shall notify Notwithstanding the Administrative Agent in writing provisions of any mandatory prepayment of Term Loans required to be made by the Borrower pursuant to this Section 2.09(b)(i) or Section 2.09(b)(ii) at least five (5) Business Days prior to the date of such prepayment (or2.20, 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 ratable share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clause (a) through (e) of this 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) 2.20 by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one (New York City time) three (31) Business Days after Day prior to the date of such Xxxx Xxxxxx’s receipt of notice from prepayment as specified in the Administrative Agent regarding such prepaymentrelevant notice. Each Rejection Notice from a given Term Lender shall specify the principal amount of the mandatory prepayment of Term 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 repayment of Term Loans. Any Declined Proceeds shall be (1) offered to the Lenders not so declining such prepayment on a pro rata basis in accordance with the amounts of the Term Loans of such Lender (with such non- declining Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent) and (2) to the extent such non-declining Lenders elect to decline their ratable share of such Declined Proceeds, retained by the Borrower and shall be added to the Available Basket AmountBorrower.

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 share of any mandatory prepayment of Loans required to be made pursuant to this Section 2.03(b) (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 3:00 p.m. two (New York City time) three (32) Business Days after prior to 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 repayment 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 offered to the Lenders not so declining such prepayment on a pro rata basis in accordance with the amounts of the Loans of such Lender (with such non-declining Lenders having the right to decline any prepayment with Declined Proceeds by providing written notice to the Administrative Agent no later than 3:00 p.m. one (1) Business Day prior to the date of such prepayment). If a non-declining Xxxxxx fails to deliver notice to the Administrative Agent within the time frame specified, any such non-declining Lender shall be deemed to have declined the additional proceeds. To the extent such non-declining Lenders elect to decline their share of such Declined Proceeds, any Declined Proceeds remaining thereafter shall be retained by the Borrower and shall be added to the Available Basket AmountBorrower.

Declined Proceeds. The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment prepayments of Term Loans required to be made by the Borrower pursuant to Section 2.09(b)(i2.03(a)(iii), (iv), (v), and (vii) or Section 2.09(b)(ii) at least five no less than ten (510) Business Days prior to before 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 mandatory prepayment). Each such notice shall specify the date of such prepayment, prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepaymentprepayment to be made by the Borrower. The Administrative Agent will promptly notify each Term Lender of the contents of the Borrower’s prepayment notice and of such Term each Lender’s Pro Rata Share Share, or other applicable share provided for under the applicable Term Loan Facility of the prepaymentthis Agreement. Each Term Lender may reject all or a portion of its Pro Rata Share Share, or other applicable share provided for under the applicable Term Loan Facility this Agreement, of any such 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) Loans, by providing written notice to the Administrative Agent (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. (p.m., New York City time) three , five (35) Business Days after the date of such Xxxx XxxxxxLender’s receipt of notice from the Administrative Agent regarding such prepayment. Each A Rejection Notice from a given Term Lender shall specify the principal amount of the mandatory prepayment repayment of Loans to be rejected declined by such Term Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above above, or such the Rejection Notice fails to specify the principal amount of the Term Loans to be rejecteddeclined, any such failure it will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower and shall be added to the Available Basket Amount.

Declined Proceeds. The Borrower shall notify the Administrative deliver to 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) notice at least five two (52) Business Days prior to the date of such prepayment (or, in the case of any such required to make a mandatory prepayment pursuant to Section 2.09(b)(ii5.06(b)(i) with the Net Proceeds of Refinancing Debt, at least one (1or Section 5.06(b)(ii) Business Day prior to the date of such prepayment). Each such notice and Agent 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 prepaymentnotice. Each Term Any Lender may reject elect, by notice to the 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 Agent) prior to such required prepayment date, to decline all or a any portion of any prepayment of its Pro Rata Share under the applicable Term Loan Facility of any mandatory prepayment Loans pursuant to Section 5.06(b)(i) or Section 5.06(b)(ii)) (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 offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Agent). To the extent such Lenders elect to decline their pro rata shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. Except as provided in Section 4.04(c), if the Borrower and prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be added applied first to Loans to which the Base Rate Option applies, then to Loans to which the LIBOR Rate Option applies (and in direct order of Interest Period maturities). Any prepayment hereunder shall be subject to the Available Basket AmountBorrower’s Obligation to indemnify the Lenders under Section 5.10.

Declined Proceeds. The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment prepayments of Term Loans required to be made by the Borrower pursuant to Section 2.09(b)(i2.03(a)(iii), (v) or Section 2.09(b)(ii) at least five and (5vii), no less than ten (10) Business Days prior to before 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 mandatory prepayment). Each such notice shall specify the date of such prepayment, prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepaymentprepayment to be made by the Borrower. The Administrative Agent will promptly notify each Term Lender of the contents of the Borrower’s prepayment notice and of such Term each Lender’s Pro Rata Share Share, or other applicable share provided for under the applicable Term Loan Facility of the prepaymentthis Agreement. Each Term Lender may reject all or a portion of its Pro Rata Share Share, or other applicable share provided for under the applicable Term Loan Facility this Agreement, of any such 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) Loans, by providing written notice to the Administrative Agent (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. (p.m., New York City time) three , five (35) Business Days after the date of such Xxxx XxxxxxLender’s receipt of notice from the Administrative Agent regarding such prepayment. Each A Rejection Notice from a given Term Lender shall specify the principal amount of the mandatory prepayment repayment of Loans to be rejected declined by such Term Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above above, or such the Rejection Notice fails to specify the principal amount of the Term Loans to be rejecteddeclined, any such failure it will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower and shall be added to the Available Basket Amount.