Declined Proceeds Sample Clauses

Declined Proceeds. The Company shall notify the Administrative Agent in writ- ing of any mandatory prepayment of Term Loans required to be made pursuant to clause (ii) or (iv) of this Section 2.06(b) prior to 1:00 p.m. at least five (5) Business Days (or such lesser num- ber of Business Days as shall be acceptable to the Administrative Agent) prior to the date of such -90- prepayment. Each such notice shall specify the date of such prepayment, the Class or Classes of Term Loans to be repaid and provide a reasonably detailed calculation of the amount of such pre- payment. The Administrative Agent will promptly notify each Appropriate Lender of the con- tents of the applicable Borrower’s (or the Company’s on its behalf, pursuant to Section 10.22) prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment. Each Appropriate Lender may reject all, but not less than all, of its Applicable Percentage of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans re- quired to be made pursuant to clause (ii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Company no later than 5:00 p.m. three (3) Business Days after the date of such ▇▇▇▇▇▇’s receipt of notice from the Ad- ministrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the Declined Proceeds. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection No- ▇▇▇▇ 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 Term Loans. Any Declined Proceeds shall be retained by the Company and shall not be applied as set forth in clause (vii) below (the “Retained Declined Proceeds”).

Declined Proceeds. Any Lender may elect to decline the entire portion of the prepayment of the Loan pursuant to Section 2.2(d) (such declined amounts, “Declined Proceeds”) by delivering written notice to the Agent of such election one (1) Business Day prior to the date of such prepayment, in which case, the Borrowers shall have the right, but not the obligation, to either (i) make an optional prepayment on the Loan in accordance with Section 2(c) held by such Lender in an amount equal to the Declined Proceeds by such Lender, but without any Prepayment Premium or penalty, or (ii) retain such Declined Proceeds. In the absence of delivery of a notice declining any prepayment by any Lender within the time frame set forth in this clause (f), such Lender shall automatically be deemed to have accepted such payment.

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. Notwithstanding the foregoing, any mandatory prepayment paid pursuant to Sections 2.11(a) through 2.11(e) may be declined by any Lender without prejudice to such Lender’s rights hereunder to accept or decline any future payments in respect of mandatory prepayments. If a Lender chooses not to accept payment in respect of a mandatory prepayment, in whole or in part, it shall provide the Administrative Agent written notice of such rejection no later than 5:00 p.m. (New York City time) two (2) Business Days prior to the proposed prepayment date. To the extent any Lender fails to provide the notice within the time frame set forth above, it shall be deemed to have accepted the prepayment.

Declined Proceeds. Notwithstanding the foregoing any Lender may elect, by written notice to the Administrative Agent at least three (3) Business Days prior to the prepayment date, to decline all or any portion of any mandatory prepayment of its Loans pursuant to Section 2.7(b), (c), (d), (f)(i) or (g), in which case the aggregate amount of the prepayment that would have been applied to prepay such Loans but was so declined shall be ratably offered to each Lender that initially accepted such mandatory prepayment. Each Lender that initially accepted its entire allocation of such mandatory prepayment may elect, by written notice to the Administrative Agent at least one (1) Business Day prior to the prepayment date, to decline all or any portion of its pro rata share of the remaining declined mandatory prepayments offered to it. Failure by any Lender to provide written notice to the Administrative Agent in accordance with the initial time frame established above shall result in such Lender accepting its pro rata share of the remaining declined mandatory prepayment offered to it. Any amounts rejected by such Lenders shall be retained or repaid to Borrower.

Declined Proceeds. Any Term B Lender may elect, by notice to Agent at or prior to the time and in the manner specified by Agent, prior to any prepayment of Term B Loans required to be made by Borrower pursuant to Section 2.3(b)(i) or (b)(ii) above, to decline all (but not a portion) of its Pro Rata Share of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds may be retained by ▇▇▇▇▇▇▇▇; provided that, for the avoidance of doubt, no Lender may decline any prepayment made under Section 2.3(b)(iii) above. If any Lender fails to deliver a notice to Agent of its election to decline receipt of its Pro Rata Share of any mandatory prepayment within the time frame specified by Agent, 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 Term B Loans.

Declined Proceeds. The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans and Notes required to be made pursuant to clauses (i), (ii), and (iii) of this Section 2.05(b) prior to 1:00 p.m., New York City time, at least five (5) Business Days (or such lesser number of Business Days as shall be acceptable to the Required DIP Creditors) on the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate DIP Creditor of the contents of the Borrower’s prepayment notice and of such Appropriate DIP Creditor’s Applicable Percentage of the prepayment. Each Appropriate DIP Creditor may reject all of its Applicable Percentage of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans and/or Notes required to be made pursuant to clauses (i) or (ii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than

Declined Proceeds. Each Lender may reject all or a portion of its pro rata share or other applicable share of any mandatory prepayment other than any mandatory prepayment pursuant to Section 2.13(c) (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to Section 2.13 by providing irrevocable written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 4:00 p.m. one (1) Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a 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 Term Loans. Any Declined Proceeds shall be retained by Borrower.

Declined Proceeds. The Borrower shall deliver to Agent notice at least two (2) Business Days prior to the date required to make a mandatory prepayment pursuant to Section 5.06(b)(i), Section 5.06(b)(ii) or Section 5.06(b)(iv) and Agent shall promptly notify each Lender of such notice. Any Lender may elect, by notice to the Administrative 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 Administrative Agent) prior to such required prepayment date, to decline all but not less than all of any prepayment of its Term Loans pursuant to Section 5.06(b)(i), Section 5.06(b)(ii) or Section 5.06(b)(iv) (such declined amounts, the “Declined Proceeds”); provided, however, in no event may the proceeds of any Refinancing Facility or Refinancing Notes be declined. Any Declined Proceeds may be retained by the Borrower.