Declining Lenders. Each Lender may reject all or part of its applicable share of any mandatory prepayment of Loans required to be made pursuant to this Section 2.3 by providing written notice (each, a “Rejection Notice”) to the Administrative Agent no later than 5:00 p.m. (Central time) one Business Day after the date of such Lender’s receipt of the applicable Notice of Prepayment (any such Lender, a “Declining Lender”); provided, that, if a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, such failure will be deemed an acceptance by such Lender of the total amount of such mandatory prepayment of Loans. On such date, the Administrative Agent shall then provide written notice (the “Second Offer”) to Lenders other than the Declining Lenders (such Lenders, the “Accepting Lenders”) of the additional amount available (due to such Declining Lenders’ declining such prepayment) to prepay Loans owing to such Accepting Lenders, with such available amount to be allocated on a pro rata basis among the Accepting Lenders that accept the Second Offer. Any Lenders declining prepayment pursuant to such Second Offer shall give written notice thereof to the Administrative Agent by 5:00 p.m. (Central time) no later than one (1) Business Day after the date of such notice of a Second Offer; provided, that, if a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, such failure will be deemed an acceptance of such Lender’s pro rata share of the Second Offer. The Borrower shall prepay the applicable Loans within one (1) Business Day after its receipt of notice from the Administrative Agent of the aggregate amount of such prepayment. Amounts remaining after the allocation to Accepting Lenders as set forth above shall be retained by the Borrower.
Declining Lenders. Any Lender may elect not to accept its pro rata portion of any mandatory prepayment under Section 1.8(c) or 1.8(e). Any prepayment amount declined by a Declining Lender may be retained by the Borrower.
Declining Lenders. If any (i) existing Term Lender holding Term Loans or (ii) existing Revolving Lender holding Revolving Commitments declines or fails to consent to this Agreement (any such Lender, a “Declining Lender”) by returning a signed counterpart to this Agreement to the Administrative Agent prior to 5:00 p.m. New York time on Wednesday, March 15, 2017, then pursuant to and in compliance with the terms of Section 2.20 of the Credit Agreement, such Declining Lender may be replaced and its relevant Loans and/or Commitments, as applicable, purchased and assumed by an assignee to be determined by the Administrative Agent (which will also be deemed to be the execution of an Assignment and Assumption, and the execution of this Agreement by the Administrative Agent and the Borrower shall be deemed to be the consent of the Administrative Agent and the Borrower (to the extent such consent is required under the Credit Agreement) thereto) and payment of the purchase price required by Section 2.20 of the Credit Agreement. For purposes hereof, the Administrative Agent and the Borrower agree that this Agreement shall constitute an Assignment and Assumption for purposes of the Credit Agreement (including, without limitation, in respect of Section 2.20) and that the provisions set forth in Exhibit D to the Credit Agreement shall apply mutatis mutandis in regard to any assignments effected hereby. For the avoidance of doubt, any Declining Lender may consent to this Agreement solely in its capacity as Lender under the Credit Agreement immediately prior to being replaced on the Second Amendment Effective Date for purposes of calculating receipt of the consent of the Required Lenders.
Declining Lenders. If any Existing Revolving Lender holding Existing Revolving Commitments declines or fails to consent to this Agreement (any such Lender, a “Declining Lender”) by returning a signed counterpart to this Agreement to the Administrative Agent prior to 11:59 p.m. New York time on September 15, 2017, then such Declining Lender will make available its Revolving Commitments pursuant to the same terms (including pricing and maturity) as such Existing Revolving Commitments.
Declining Lenders. If any Revolving Facility Lender declines or fails to consent to this Amendment by returning an executed counterpart of this Amendment to the Revolving Facility Administrative Agent prior to the Consent Deadline (as defined above), then pursuant to and in compliance with the terms of Section 11.16 of the Credit Agreement, such Lender may be replaced and its commitments and/or obligations purchased and assumed by a Lender upon such Lender’s execution of this Amendment (which will also be deemed to be the execution of an Assignment and Assumption Agreement substantially in the form of Exhibit A hereto).
Declining Lenders. Notwithstanding any of the other provisions of this Section 2.05, any Term Loan Lender may elect not to accept all (but not less than all) of its pro rata percentage of any mandatory prepayment (any such Term Loan Lender, a “Declining Lender”, and any such declined amounts, the “Declined Amounts”) of Loans required to be made pursuant to clauses (b) and (c) of this Section 2.05 by providing written notice (each, a “Rejection Notice”) to the Administrative Agent no later than 5:00 p.m. on the Business Day of such Term Loan Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Loans. Any Declined Amounts shall be offered to Lenders that are not Declining Lenders on a pro rata basis, and any Declined Amounts remaining thereafter shall be retained by the Borrower.
