Common use of Declined Proceeds Clause in Contracts

Declined Proceeds. The Borrower shall notify the Administrative Agent in writing of any mandatory prepayments of Loans required to be made pursuant to Section 2.03(a)(iii), (v) and (vii), no less than ten (10) Business Days before the date of such mandatory prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of each Lender’s Pro Rata Share, or other applicable share provided for under this Agreement. Each Lender may reject all or a portion of its Pro Rata Share, or other applicable share provided for under this Agreement, of such mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Loans, by providing written notice to the Administrative Agent (a “Rejection Notice”) no later than 5:00 p.m., New York time, five (5) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. A Rejection Notice from a Lender shall specify the principal amount of the mandatory repayment of Loans to be declined by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, or the Rejection Notice fails to specify the principal amount of the Loans to be declined, it will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans.

Declined Proceeds. The Borrower shall notify the Administrative Agent in writing of any mandatory prepayments of Loans required to be made pursuant to Section 2.03(a)(iii), (v) and (vii), no less than ten (10) Business Days before the date of such mandatory prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of each Lender’s Pro Rata Share, or other applicable share provided for under this Agreement. Each Lender may reject all or a portion of its Pro Rata Share, or other applicable share provided for under this Agreement, of such any mandatory prepayment of Loans required to be made pursuant to this Section 2.03(b) (such declined amounts, the “Declined Proceeds”) of Loans, by providing written notice to the Administrative Agent (each, a “Rejection Notice”) to the Administrative Agent no later than 5:00 p.m., New York time, five 3:00 p.m. two (52) Business Days after prior to the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. A Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Loans to be declined rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, above or the such Rejection Notice fails to specify the principal amount of the Loans to be declinedrejected, it any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment on a pro rata basis in accordance with the amounts of the Loans of such Lender (with such non-declining Lenders having the right to decline any prepayment with Declined Proceeds by providing written notice to the Administrative Agent no later than 3:00 p.m. one (1) Business Day prior to the date of such prepayment). If a non-declining Xxxxxx fails to deliver notice to the Administrative Agent within the time frame specified, any such non-declining Lender shall be deemed to have declined the additional proceeds. To the extent such non-declining Lenders elect to decline their share of such Declined Proceeds, any Declined Proceeds remaining thereafter shall be retained by the Borrower.

Declined Proceeds. The Borrower shall notify deliver to Agent notice at least two (2) Business Days prior to the Administrative Agent in writing of any mandatory prepayments of Loans date required to be made make a mandatory prepayment pursuant to Section 2.03(a)(iii), (v5.06(b)(i) or Section 5.06(b)(ii) and (vii), no less than ten (10) Business Days before the date of such mandatory prepayment. Each such notice Agent shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of each Lender’s Pro Rata Share, or other applicable share provided for under this Agreementsuch notice. Each Any Lender may reject elect, by notice to the 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 Agent) prior to such required prepayment date, to decline all or a any portion of any prepayment of its Pro Rata Share, Term Loans pursuant to Section 5.06(b)(i) or other applicable share provided for under this Agreement, of such mandatory prepayment Section 5.06(b)(ii)) (such declined amounts, the “Declined Proceeds”) of Loans, by providing written notice ). Any Declined Proceeds shall be offered to the Administrative Agent Lenders not so declining such prepayment (a “Rejection Notice”) no later than 5:00 p.m., New York time, five (5) Business Days after with such Lenders having the date right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Agent). To the extent such Lenders elect to decline their pro rata shares of such Lender’s receipt of notice from Declined Proceeds, such remaining Declined Proceeds may be retained by the Administrative Agent regarding such prepaymentBorrower. A Rejection Notice from Except as provided in Section 4.04(c), if the Borrower prepays a Lender shall specify the principal amount of the mandatory repayment of Loans to be declined by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, or the Rejection Notice Loan but fails to specify the principal amount of applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied first to Loans to which the Base Rate Option applies, then to Loans to which the LIBOR Rate Option applies (and in direct order of Interest Period maturities). Any prepayment hereunder shall be declined, it will be deemed an acceptance of subject to the total amount of such mandatory prepayment of Term LoansBorrower’s Obligation to indemnify the Lenders under Section 5.10.

Declined Proceeds. The Borrower shall notify the Administrative Agent in writing of any mandatory prepayments of Loans required to be made pursuant to Section 2.03(a)(iii), (iv), (v) ), and (vii), ) no less than ten (10) Business Days before the date of such mandatory prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of each Lender’s Pro Rata Share, or other applicable share provided for under this Agreement. Each Lender may reject all or a portion of its Pro Rata Share, or other applicable share provided for under this Agreement, of such mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Loans, by providing written notice to the Administrative Agent (a “Rejection Notice”) no later than 5:00 p.m., New York time, five (5) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. A Rejection Notice from a Lender shall specify the principal amount of the mandatory repayment of Loans to be declined by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, or the Rejection Notice fails to specify the principal amount of the Loans to be declined, it will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans.

Declined Proceeds. The Borrower shall notify the Administrative Agent in writing of any mandatory prepayments of Loans required to be made pursuant to Section 2.03(a)(iii), (v) and (vii), no less than ten (10) Business Days before the date of such mandatory prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of each Lender’s Pro Rata Share, or other applicable share provided for under this Agreement. Each Lender may reject all or a portion of its Pro Rata Share, or other applicable share provided for under this Agreement, of such any mandatory prepayment of Loans required to be made pursuant to this Section 2.03(b) (such declined amounts, the “Declined Proceeds”) of Loans, by providing written notice to the Administrative Agent (each, a “Rejection Notice”) to the Administrative Agent no later than 5:00 p.m., New York time, five 3:00 p.m. two (52) Business Days after prior to the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. A Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Loans to be declined rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, above or the such Rejection Notice fails to specify the principal amount of the Loans to be declinedrejected, it any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans.. Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment on a pro rata basis in accordance with the amounts of the Loans of such Lender (with such non-declining Lenders having the right to decline any prepayment with Declined Proceeds by providing written notice to the Administrative Agent no later than 3:00 p.m. one (1) Business Day prior to the date of such prepayment). If a non-declining Lender fails to deliver notice to the Administrative Agent within the time frame specified, any such non-declining Lender shall be deemed to have declined the additional proceeds. To the extent such non-declining Lenders elect to decline their share of such Declined Proceeds, any Declined Proceeds remaining thereafter shall be retained by the Borrower. 44

Declined Proceeds. The Borrower shall notify Notwithstanding the Administrative Agent in writing provisions of any mandatory prepayments of Loans required to be made pursuant to this Section 2.03(a)(iii)2.20, (v) and (vii), no less than ten (10) Business Days before the date of such mandatory prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of each Lender’s Pro Rata Share, or other applicable share provided for under this Agreement. Each Lender may reject all or a portion of its Pro Rata Share, or other applicable ratable share provided for under this Agreement, of such any mandatory prepayment (such declined amounts, the “Declined Proceeds”) pursuant to clause (a) through (e) of Loans, this Section 2.20 by providing written notice to the Administrative Agent (each, a “Rejection Notice”) to Administrative Agent and Borrower no later than 5:00 p.m., New York time, five p.m. one (51) Business Days after Day prior to the date of such Lender’s receipt of notice from prepayment as specified in the Administrative Agent regarding such prepaymentrelevant notice. A Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment prepayment of Term Loans to be declined rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, above or the such Rejection Notice fails to specify the principal amount of the Term Loans to be declinedrejected, it any such failure will be deemed an acceptance of the total amount of such mandatory prepayment repayment of Term Loans.. Any Declined Proceeds shall be (1) offered to the Lenders not so declining such prepayment on a pro rata basis in accordance with the amounts of the Term Loans of such Lender (with such non- declining Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent) and (2) to the extent such non-declining Lenders elect to decline their ratable share of such Declined Proceeds, retained by Borrower. 2.21

Declined Proceeds. The Borrower shall notify the Administrative Agent in writing of any mandatory prepayments of Loans required to be made pursuant to Section 2.03(a)(iii), (v) and (vii), no less than ten (10) Business Days before the date of such mandatory prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of each Lender’s Pro Rata Share, or other applicable share provided for under this Agreement. Each Lender may reject all or a portion of its Pro Rata Share, or other applicable share provided for under this Agreement, of such any mandatory prepayment of Loans required to be made pursuant to this Section 2.03(b) (such declined amounts, the “Declined Proceeds”) of Loans, by providing written notice to the Administrative Agent (each, a “Rejection Notice”) to the Administrative Agent no later than 5:00 p.m., New York time, five 3:00 p.m. two (52) Business Days after prior to the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. A Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Loans to be declined rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, above or the such Rejection Notice fails to specify the principal amount of the Loans to be declinedrejected, it any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be offered to the Lenders not so declining such prepayment on a pro rata basis in accordance with the amounts of the Loans of such Lender (with such non-declining Lenders having the right to decline any prepayment with Declined Proceeds by providing written notice to the Administrative Agent no later than 3:00 p.m. one (1) Business Day prior to the date of such prepayment). If a non-declining Lender fails to deliver notice to the Administrative Agent within the time frame specified, any such non-declining Lender shall be deemed to have declined the additional proceeds. To the extent such non-declining Lenders elect to decline their share of such Declined Proceeds, any Declined Proceeds remaining thereafter shall be retained by the Borrower.