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), and (v)])])]])])], 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 ​, 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.

one (1) Business Days beforeDay after 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 ​, New York time, five (5) Business Days after the date of suchTerm Lender’s receipt of notice from the Administrative Agent regarding such prepayment. A Rejection Notice from a Lender shall specifyprepayment, that the principalfull amount of theany mandatory repayment of Loansprepayment otherwise required to be declinedmade with respect to the Term Loans held by such Lender.Term Lender pursuant to [Section 2.11(c)] not be made (such declined amounts, the “Retained Declined Proceeds”). If a Term Lender fails to deliver the notice setting forth such rejection of a Rejection Noticeprepayment to the Administrative Agent within the time frame specified above,above or the Rejection Noticesuch notice fails to specify the principal amount of the Term Loans to be declined, itrejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. In the event that the aggregate amount of Retained Declined Proceeds is greater than U.S.​, such amount shall be retained by the Borrower.

The Borrower shall notify the Administrative Agent in writing of any mandatory prepaymentsprepayment of Term Loans required to be made pursuant to [[clauses (i), (ii) or (iii) of this Section 2.03(a)(iii), (iv), and (v)05(b)])])]]) (in each case, specifying the clause of this [Section 2.05(b)])], no less than ten (10) under which such prepayment is required) at least four (4) Business Days beforeprior to 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.prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of eachsuch Appropriate 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 ​, 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 amountShare 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.prepayment.

#(iii)i), (iv)[(ii), and (v)])[(iii) or (iv)])]])])], no less than ten (10) Business Days beforeas the date of such mandatory prepayment. Eachcase may be (each, a “Prepayment Date”). Once given, such notice shall specifybe irrevocable (provided that the date​ may rescind any notice of prepayment if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or been made in connection with a Disposition, which refinancing or Disposition shall not be consummated or shall otherwise be delayed) and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in [Section 2.07(b)(vi)] and in the last sentence of this [Section 2.07(b)(vii)]). Upon receipt by the Administrative ​ of such prepayment and provide a reasonably detailed calculationnotice, the Administrative ​ shall immediately give notice to each ​ of the aggregate amountprepayment, the Prepayment Date and 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.Share of the prepayment. Each Lender​ may rejectelect (in its sole discretion) to decline all or a portion(but not less than all) of its Pro Rata Share,Share of any mandatory prepayment (other than any mandatory prepayment with the proceeds of any Credit Agreement Refinancing Indebtedness or other applicable share provided for under this Agreement,a mandatory prepayment pursuant to [Section 2.07(b)(iii)]) by giving notice of such mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Loans, by providing written noticeelection in writing to the Administrative Agent (a “Rejection Notice”) no later than​ by ​, (New York time, five (5)City time), on the date that is one Business DaysDay 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 Noticenotice of election declining receipt of its Pro Rata Share of such mandatory prepayment 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, itany such failure will be deemed to constitute an acceptance of such ​’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative ​ of such notice, the Administrative ​ shall immediately notify the ​ of such election. Subject to any requirements set forth in the Second Lien Credit Documents, any amount so declined by any ​ shall be retained by the ​ and the Restricted Subsidiaries and/or applied by the ​ or any of the Restricted Subsidiaries in any manner not inconsistent with the terms of this Agreement.

The Borrower shall notify the Administrative Agent in writing of any mandatory prepaymentsprepayment of Term Loans required to be made pursuant to [[Section[Section 2.03(a)(iii), (iv), and (v)11(c)])])]])])], no less than ten (10) at least five (5) Business Days before(or such shorter period as is reasonably practicable) prior to 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.prepayment. The Administrative Agent willshall promptly notify each Term Lender of the contents of the Borrower’sany such prepayment notice and of eachsuch Term Lender’s Pro Rata Share, or other applicableratable portion of such prepayment (based on such Lender’s pro rata share provided for under this Agreement. Eachof each relevant Class of Term Loans). Any Term 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,elect, by providingdelivering written notice to the Administrative Agent (a “Rejection Notice”)and the Borrower no later than ​, New York City 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.IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" "" ""