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 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.

one (1) Business Day after the date of such Term Lender’s receipt of notice from the Administrative Agent regarding such prepayment, that the full amount of any mandatory prepayment otherwise required to be made with respect to the Term Loans held by such 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 prepayment to the Administrative Agent within the time frame specified above or such 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. In the event that the aggregate amount of Retained Declined Proceeds is greater than U.S.$0, such amount shall be retained by the Borrower.

The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to [clauses (i), (ii) or (iii) of this Section 2.05(b)] (in each case, specifying the clause of this Section 2.05(b) under which such prepayment is required) at least four (4) Business Days prior to 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 Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.

(b)(i), [(ii), (iii) or (iv)])], as the case may be (each, a “Prepayment Date”). Once given, such notice shall be irrevocable (provided that the ​ 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 notice, the Administrative ​ shall immediately give notice to each ​ of the prepayment, the Prepayment Date and of such ​’s Pro Rata Share of the prepayment. Each ​ may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than any mandatory prepayment with the proceeds of any Credit Agreement Refinancing Indebtedness or a mandatory prepayment pursuant to Section 2.07(b)(iii)) by giving notice of such election in writing to the Administrative ​ by 11:00 a.m.(New York City time), on the date that is one Business Day after the date of such ​’s receipt of notice from the Administrative ​ regarding such prepayment. If a ​ fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative ​ within the time frame specified above, any 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 prepayment of Term Loans required to be made pursuant to [Section 2.11(c)] at least five (5) Business Days (or such shorter period as is reasonably practicable) prior to 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 shall promptly notify each Term Lender of the contents of any such prepayment notice and of such Term Lender’s ratable portion of such prepayment (based on such Lender’s pro rata share of each relevant Class of Term Loans). Any Term Lender may elect, by delivering written notice to the Administrative Agent and the Borrower no later than 5:00 p.m., New York City time, IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" "" ""