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 Loans.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

Declined Prepayments. One or more holders of any Term Loan may decline to accept a mandatory prepayment under [Section 2.05(c)(ii)] in which case such declined prepayment shall be retained by the Borrower.

Declined Prepayments. One or more holders of any Term Loan may decline to accept a mandatory prepayment under [Section 2.05(c)(ii)] in which case such declined prepayment shall be retained by the Borrower.

Lender Declined Prepayments. Notwithstanding any other provision of this Section 2.13(c[[SunTrustTruist Bank:Organization]], each Lender holding Loans shall have the right to reject its pro rata portion of any mandatory prepayment pursuant to clauses (v[[SunTrustTruist Bank:Organization]] or (vi[[SunTrustTruist Bank:Organization]] (other than clause (B[[SunTrustTruist Bank:Organization]] thereof[[SunTrustTruist Bank:Organization]] above, in which case, such amounts (including, for the avoidance of doubt, amounts declined pursuant to the final proviso of Section 2.13(c[[SunTrustTruist Bank:Organization]](v[[SunTrustTruist Bank:Organization]]) (“Declined Amounts”) may, subject to any prepayment or repurchase rights of any other Indebtedness, be retained by the applicable Credit Party.

Notwithstanding the foregoing, any Term Lender may elect, by written notice delivered to the Administrative Agent not later than 5:00 p.m. New York City time one Business Day after the date of such Lender’s receipt of notice regarding such prepayment (or, if different, at the time and in the manner otherwise specified by the Administrative Agent in such notice of prepayment), to decline all (but not less than all) of any mandatory prepayment of its Term Loans pursuant to this [Section 2.13] (such declined amounts, the “Declined Proceeds”). To the extent Term Lenders elect to decline their pro rata shares of such Declined Proceeds, 67% of such Declined Proceeds shall be allocated pro rata among the Term Lenders who did not elect to decline the mandatory prepayment of its Term Loans and the remaining 33% of such Declined Proceeds shall be # used to make an optional prepayment of Term Loans or # if the Borrower desires to use such Declined Proceeds to repay or repurchase Senior Notes, on the 90th day after the initial date on which such Declined Proceeds were received (or if such day is not a Business Day, the immediately subsequent Business Day), reoffered to all Term Lenders to prepay Term Loans on a ratable basis pursuant to procedures reasonably acceptable to the Administrative Agent and to the extent any such Declined Proceeds are further declined by Term Lenders, such Declined Proceeds shall, within 90 days after such Declined Proceeds are further declined, be applied by the Borrower to repay or repurchase Senior Notes (and to the extent not so used, shall, within 90 days after such Declined Proceeds are further declined, be applied to make an optional prepayment of Term Loans); provided that if all Term Lenders elect to decline all of any mandatory prepayment of its Term Loans, the Borrower shall apply 100% of such Declined Proceeds to repay or prepay Indebtedness, which may include optional prepayments of Term Loans and the repayment or repurchase of Senior Notes.

the amount of Declined Proceeds;

the amount of Retained Declined Proceeds;

the amount of Retained Declined Proceeds;

the amount of any Declined Proceeds; plus