Common use of Declined Proceeds Clause in Contracts

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. Each Term Loan Lender may elect, by notice to the Administrative Agent at or prior to the time time, and in the manner specified by the Administrative Agent, prior to of any prepayment of Term Loans required to be made by the Borrower pursuant to this Section 2.7(b)2.11, to decline all (but not a portion) less than all of its allocated amount Pro Rata Share 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 Borrower and shall be added to the Borrowercalculation of the Available Basket Amount; provided provided, however, that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.7(b)(iii2.11(c) above to the extent that such prepayment is made with constituting Refinancing Indebtedness incurred to refinance all or a portion of the Net Cash Proceeds (Indebtedness) Loans pursuant to Section 6.1(m), Incremental Loans incurred to refinance all or a portion of Other Loans pursuant to Section 2.21 or Replacement Term Loans incurred to refinance Term Loans in accordance with the requirements of Section 2.2310.5(f). If any Term Loan a Lender fails to deliver a notice of election declining receipt of all or any portion of its Pro Rata Share of such mandatory prepayment 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 Agentabove, any such failure will be deemed to constitute an acceptance of such Term Loan Lender’s allocated amount Pro Rata Share of the total amount of such mandatory prepayment of Term Loans.

Declined Proceeds. Each Term Loan Lender may elect, by notice to the Administrative Agent at or prior to the time time, and in the manner specified by the Administrative Agent, prior to of any prepayment of Term Loans required to be made by the Borrower BorrowerBorrowers pursuant to this Section 2.7(b)2.11, to decline all (but not a portion) less than all of its allocated amount Pro Rata Share 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 BorrowerBorrowers and shall be added to the Borrowercalculation of the Available Basket Amount; provided provided, however, that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.7(b)(iii2.11(c) above to the extent that such prepayment is made with constituting Refinancing Indebtedness incurred to refinance all or a portion of the Net Cash Proceeds (Indebtedness) Loans pursuant to Section 6.1(m), Incremental Loans incurred to refinance all or a portion of Other Loans pursuant to Section 2.21 or Replacement Term Loans incurred to refinance Term Loans in accordance with the requirements of Section 2.2310.5(f). If any Term Loan a Lender fails to deliver a notice of election declining receipt of all or any portion of its Pro Rata Share of such mandatory prepayment 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 Agentabove, any such failure will be deemed to constitute an acceptance of such Term Loan Lender’s allocated amount Pro Rata Share of the total amount of such mandatory prepayment of Term Loans.