Common use of Right to Decline Proceeds Clause in Contracts

Right to Decline Proceeds. The Borrower shall deliver to the Administrative Agent (who will notify each Appropriate Lender) notice signed by a Responsible Officer of each prepayment required under Section 2.04(b) not less than three Business Days prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the principal amount of each Class of Loan (or portion thereof) to be prepaid, (iii) the Type of each Loan being prepaid and (iv) the calculation of the amount of such prepayment in reasonable detail. The Administrative Agent will promptly notify each Lender holding the applicable Class of Loans of the contents of the Borrower’s repayment notice and of such Lender’s pro rata share of any repayment. Except for prepayments made pursuant to Section 2.04(b)(ii), each Term A Lender and each Term B Lender (and each Other Term Lender, Lender of New Term Loans and Extended Term Lender, if permitted by the applicable Refinancing Amendment, Incremental Joinder Agreement or Extension Amendment) may reject all or a portion of its pro rata share of any mandatory repayment of the applicable Class of Term Loans required to be made pursuant to Section 2.04(b) (such declined amounts, the “Declined Proceeds”) 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) on the Business Day after the date of such Lender’s receipt of notice from Administrative Agent regarding such repayment. Each Rejection Notice shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver such 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 repayment of Term Loans to which such Lender is otherwise entitled. Any Declined Proceeds remaining thereafter shall be retained by the Borrower.

Right to Decline Proceeds. The Borrower shall deliver to the Administrative Agent (who will notify each Appropriate Lender) notice signed by a Responsible Officer of each prepayment required under Section 2.04(b) not less than three Business Days prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the principal amount of each Class of Loan (or portion thereof) to be prepaid, (iii) the Type of each Loan being prepaid and (iv) the calculation of the amount of such prepayment in reasonable detail. The Administrative Agent will promptly notify each Lender holding the applicable Class of Loans of the contents of the Borrower’s repayment prepayment notice and of such Lender’s pro rata share of any repaymentprepayment. Except for prepayments made pursuant to Section 2.04(b)(ii), each Term A Lender and each Term B Lender (and each Other Term Lender, Lender of New Term Loans and Extended Term Lender, if permitted by the applicable Refinancing Amendment, Incremental Joinder Agreement or Extension Amendment) may reject all or a portion of its pro rata share of any mandatory repayment prepayment of the applicable Class of Term Loans required to be made pursuant to Section 2.04(b) (such declined amounts, the “Declined Proceeds”) 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) on the Business Day after the date of such Lender’s receipt of notice from Administrative Agent regarding such repaymentprepayment. Each Rejection Notice shall specify the principal amount of the mandatory repayment prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver such 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 repayment prepayment of Term Loans to which such Lender is otherwise entitled. Any Declined Proceeds remaining thereafter shall be retained by the Borrower.

Right to Decline Proceeds. The Borrower Company shall deliver to the Administrative Agent (who will notify each Appropriate Lender) notice signed by a Responsible Officer of each prepayment required under Section 2.04(b2.14(a), (b) or (d) not less than three (3) Business Days prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the principal amount of each Class of Loan (or portion thereof) to be prepaid, prepaid and (iii) the Type of each Loan being prepaid and prepaid. Company shall deliver to Administrative Agent, at the time of each prepayment required under Section 2.14(a), (ivb) or (d), a certificate signed by an Authorized Officer of Company setting forth in reasonable detail the calculation of the amount of such prepayment in reasonable detailprepayment. The Administrative Agent will promptly notify each Lender holding the applicable Class of Term Loans of the contents of the BorrowerCompany’s repayment notice and of such Lender’s pro rata share Pro Rata Share of any repayment. Except for prepayments made pursuant to Section 2.04(b)(ii), each Term A Each such Lender and each Term B Lender (and each Other Term Lender, Lender of New Term Loans and Extended Term Lender, if permitted by the applicable Refinancing Amendment, Incremental Joinder Agreement or Extension Amendment) may reject all or a portion of its pro rata share Pro Rata Share of any mandatory repayment of the applicable Class of Term Loans required to be made pursuant to Section 2.04(b2.14(a), (b) or (d) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower Company no later than 5:00 p.m. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from Administrative Agent regarding such repayment. Each Rejection Notice shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver such 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 repayment of Term Loans to which such Lender is otherwise entitled. Any Declined Proceeds remaining thereafter shall be retained by the BorrowerCompany.

Right to Decline Proceeds. The Borrower shall deliver to the Administrative Agent (who will notify each Appropriate Lender) notice signed by a Responsible Officer of each prepayment required under Section 2.04(b) not less than three Business Days prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the principal amount of each Class of Loan (or portion thereof) to be prepaid, (iii) the Type of each Loan being prepaid and (iv) the calculation of the amount of such prepayment in reasonable detail. The Administrative Agent will promptly notify each Lender holding the applicable Class of Loans of the contents of the Borrower’s repayment notice and of such LenderXxxxxx’s pro rata share of any repayment. Except for prepayments made pursuant to Section 2.04(b)(ii), each Term A Lender and each Term B Lender (and each Other Term Lender, Lender of New Term Loans and Extended Term Lender, if permitted by the applicable Refinancing Amendment, Incremental Joinder Agreement or Extension Amendment) may reject all or a portion of its pro rata share of any mandatory repayment of the applicable Class of Term Loans required to be made pursuant to Section 2.04(b) (such declined amounts, the “Declined Proceeds”) 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) on the Business Day after the date of such LenderXxxxxx’s receipt of notice from Administrative Agent regarding such repayment. Each Rejection Notice shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver such 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 repayment of Term Loans to which such Lender is otherwise entitled. Any Declined Proceeds remaining thereafter shall be retained by the Borrower.

Right to Decline Proceeds. The Borrower Company shall deliver to the Administrative Agent (who will notify each Appropriate Lender) notice signed by a Responsible Officer of each prepayment required under Section 2.04(b2.14(a) or (b) not less than three (3) Business Days prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the principal amount of each Class of Loan (or portion thereof) to be prepaid, prepaid and (iii) the Type of each Loan being prepaid and prepaid. Company shall deliver to Administrative Agent, at the time of each prepayment required under Section 2.14(a) or (iv) b), a certificate signed by an Authorized Officer of Company setting forth in reasonable detail the calculation of the amount of such prepayment in reasonable detailprepayment. The Administrative Agent will promptly notify each Lender holding the applicable Class of Term Loans of the contents of the BorrowerCompany’s repayment notice and of such Lender’s pro rata share Pro Rata Share of any repayment. Except for prepayments made pursuant to Section 2.04(b)(ii), each Term A Each such Lender and each Term B Lender (and each Other Term Lender, Lender of New Term Loans and Extended Term Lender, if permitted by the applicable Refinancing Amendment, Incremental Joinder Agreement or Extension Amendment) may reject all or a portion of its pro rata share Pro Rata Share of any mandatory repayment of the applicable Class of Term Loans required to be made pursuant to Section 2.04(b2.14(a) or (b) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower Company no later than 5:00 p.m. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from Administrative Agent regarding such repayment. Each Rejection Notice shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver such 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 repayment of Term Loans to which such Lender is otherwise entitled. Any Declined Proceeds remaining thereafter shall be retained by the BorrowerCompany.

Right to Decline Proceeds. The Borrower Company shall deliver to the Administrative Agent (who will notify each Appropriate Lender) notice signed by a Responsible Officer of each prepayment required under Section 2.04(b2.14(a) or (b) not less than three (3) Business Days prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the principal amount of each Class of Loan (or portion thereof) to be prepaid, prepaid and (iii) the Type of each Loan being prepaid and prepaid. Company shall deliver to Administrative Agent, at the time of each prepayment required under Section 2.14(a) or (iv) b), a certificate signed by an Authorized Officer of Company setting forth in reasonable detail the calculation of the amount of such prepayment in reasonable detailprepayment. The Administrative Agent will promptly notify each Lender holding the applicable Class of Term Loans of the contents of the BorrowerCompany’s repayment notice and of such Lender’s pro rata share Pro Rata Share of any repayment. Except for prepayments made pursuant to Section 2.04(b)(ii), each Term A Each such Lender and each Term B Lender (and each Other Term Lender, Lender of New Term Loans and Extended Term Lender, if permitted by the applicable Refinancing Amendment, Incremental Joinder Agreement or Extension Amendment) may reject all or a portion of its pro rata share Pro Rata Share of any mandatory repayment of the applicable Class of Term Loans required to be made pursuant to Section 2.04(b2.14(a) or (b) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower Company no later than 5:00 p.m. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from Administrative Agent regarding such repayment. Each Rejection Notice shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver such 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 repayment of Term Loans to which such Lender is otherwise entitled. Any Declined Proceeds remaining thereafter shall be retained by the Borrower.Company. (i)

Right to Decline Proceeds. The Borrower shall deliver to the Administrative Agent (who will notify each Appropriate Lender) notice signed by a Responsible Officer of each prepayment or offer required under Section 2.04(b) not less than three Business Days prior to the date such prepayment or offer shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the principal amount of each Class of Loan (or portion thereof) to be prepaidprepaid under Sections 2.04(b)(i), (ii), (iii) or (iv) and (iii) the Type of each Loan being prepaid and (ivprepaid. Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under Section 2.04(b) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such prepayment in reasonable detailprepayment. The Administrative Agent will promptly notify each Lender holding the applicable Class of Term A Loans of the contents of the Borrower’s repayment prepayment or offer notice and of such Lender’s pro rata share of any repaymentprepayment or offer. Except for prepayments made pursuant to Section 2.04(b)(ii), each Term A Each such Lender and each Term B Lender (and each Other Term Lender, Lender of New Term Loans and Extended Term Lender, if permitted by the applicable Refinancing Amendment, Incremental Joinder Agreement or Extension Amendment) may reject all or a portion of its pro rata share of any mandatory repayment of the applicable Class of prepayment of, or offer with respect to, Term A Loans required to be made pursuant to Section 2.04(b) (such declined amounts, the “Declined Proceeds”) 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) on the Business Day after the date of such Lender’s receipt of notice from Administrative Agent regarding such repaymentprepayment or offer. Each Rejection Notice shall specify the principal amount of the mandatory repayment prepayment or offer of Term A Loans to be rejected by such Lender. If a Lender fails to deliver such 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 A Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment prepayment or offer of Term A Loans to which such Lender is otherwise entitled. Any Declined Proceeds remaining thereafter shall be retained by the Borrower. Notwithstanding anything to the contrary in this Section 2.04, (i) to the extent that any Net Available Proceeds of any Asset Sale by a Foreign Subsidiary that is a Restricted Subsidiary or Excess Cash Flow attributable to a Foreign Subsidiary that is a Restricted Subsidiary is prohibited or delayed by applicable local law from being repatriated to the United States of America, an amount equal to the portion of such Net Available Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term A Loans at the times provided herein so long, but only so long, as the applicable local law will not permit repatriation to the United States of America (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly use commercially reasonable efforts to take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Available Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be effected and an amount equal to such repatriated Net Available Proceeds or Excess Cash Flow will be promptly applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term A Loans pursuant to this Section 2.04, to the extent provided herein; (ii) to the extent that the Borrower has determined in good faith that repatriation of any or all of such Net Available Proceeds or Excess Cash Flow would have an adverse tax cost consequence with respect to such Net Available Proceeds or Excess Cash Flow, the amount required to be prepaid pursuant to this Section 2.04(b) will be reduced by an amount equal to the Net Available Proceeds or Excess Cash Flow so affected; provided, that in the case of this clause (ii), on or before the date on which an amount equal to any Net Available Proceeds or Excess Cash Flow so excluded would otherwise have been required to be applied to prepayments pursuant to this Section 2.04, (x) the Borrower applies an amount equal to such Net Available Proceeds or Excess Cash Flow to such prepayments as if such Net Available Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Available Proceeds or Excess Cash Flow had been repatriated (or, if less, Net Available Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary) or (y) such Net Available Proceeds or Excess Cash Flow is applied to the permanent repayment of Indebtedness of a Foreign Subsidiary; or (iii) to the extent the transfer of funds to fund the relevant prepayment would (as determined by counsel to the Borrower) present a material risk of liability for any Loan Party or the directors or officers of any Loan Party the Net Available Proceeds or Excess Cash Flow so affected may be reduced by the applicable Loan Party.