Common use of Declined Proceeds Clause in Contracts

Declined Proceeds. Each Lender may elect, by notice to Administrative Agent at or prior to the time, and in the manner specified by Administrative Agent, of any prepayment of Loans required to be made by BorrowerBorrowers pursuant to this Section 2.11, to decline all but not less than all of its Pro Rata Share of such prepayment (such declined amounts, the “Declined Proceeds”), which Declined Proceeds may be retained by BorrowerBorrowers and shall be added to the calculation of the Available Basket Amount; provided, however, that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(c) above to the extent constituting Refinancing Indebtedness incurred to refinance all or a portion of the Loans pursuant to Section 6.1(m), Incremental Loans incurred to refinance all or a portion of Loans pursuant to Section 2.21 or Replacement Term Loans incurred to refinance Loans in accordance with the requirements of Section 10.5(f). If 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 Administrative Agent within the time frame specified above, any 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 Loans.

Declined Proceeds. Each Lender may elect, by notice to Administrative Agent at or prior to the time, and in the manner specified by Administrative Agent, of any prepayment of Loans required to be made by BorrowerBorrowers Borrower pursuant to this Section 2.11, to decline all but not less than all of its Pro Rata Share of such prepayment (such declined amounts, the “Declined Proceeds”), which Declined Proceeds may be retained by BorrowerBorrowers Borrower and shall be added to the calculation of the Available Basket Amount; provided, however, that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(c) above to the extent constituting Refinancing Indebtedness incurred to refinance all or a portion of the Loans pursuant to Section 6.1(m), Incremental Loans incurred to refinance all or a portion of Loans pursuant to Section 2.21 or Replacement Term Loans incurred to refinance Loans in accordance with the requirements of Section 10.5(f). If 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 Administrative Agent within the time frame specified above, any 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 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, of prior to any prepayment of Term Loans required to be made by BorrowerBorrowers the Borrower pursuant to this Section 2.112.7(b), to decline all (but not less than all a portion) of its Pro Rata Share 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 BorrowerBorrowers and shall be added to the calculation of the Available Basket AmountBorrower; provided, however, provided that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(c2.7(b)(iii) above to the extent constituting Refinancing Indebtedness incurred to refinance all or a portion that such prepayment is made with the Net Cash Proceeds (Indebtedness) of the Loans pursuant to Section 6.1(m), Incremental Loans incurred to refinance all or a portion of Loans pursuant to Section 2.21 or Replacement Other Term Loans incurred to refinance Term Loans in accordance with 80 the requirements of Section 10.5(f)2.23. If a any Term Loan Lender fails to deliver a notice to the Administrative Agent of its election declining to decline receipt of all or its allocated amount of any portion of its Pro Rata Share of such mandatory prepayment to Administrative Agent within the time frame specified aboveby the Administrative Agent, any such failure will be deemed to constitute an acceptance of such Term Loan Lender’s Pro Rata Share 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, of prior to any prepayment of Term Loans required to be made by BorrowerBorrowers the Borrower pursuant to this Section 2.112.7(b), to decline all (but not less than all a portion) of its Pro Rata Share 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 BorrowerBorrowers and shall be added to the calculation of the Available Basket AmountBorrower; provided, however, provided that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(c2.7(b)(iii) above to the extent constituting Refinancing Indebtedness incurred to refinance all or a portion that such prepayment is made with the Net Cash Proceeds (Indebtedness) of the Loans pursuant to Section 6.1(m), Incremental Loans incurred to refinance all or a portion of Loans pursuant to Section 2.21 or Replacement Other Term Loans incurred to refinance Term Loans in accordance with the requirements of Section 10.5(f)2.23. If a any Term Loan Lender fails to deliver a notice to the Administrative Agent of its election declining to decline receipt of all or its allocated amount of any portion of its Pro Rata Share of such mandatory prepayment to Administrative Agent within the time frame specified aboveby the Administrative Agent, any such failure will be deemed to constitute an acceptance of such Term Loan Lender’s Pro Rata Share allocated amount of the total amount of such mandatory prepayment of Term Loans.