Declining Lender. Any Lender, at its option, may elect to decline any mandatory prepayment (in whole or in part) (such declined portion, the “Declined Proceeds”) of the Term Loans held by it if it shall give written notice to the Administrative Agent thereof by 2:00 P.M., New York City time, at least one Business Day prior to the date of such prepayment (any such Lender, a “Declining Lender”). On the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to any Declining Lender shall instead be retained by Borrower for application for any purposes not prohibited by this Agreement.
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Sources: Credit Agreement (EngageSmart, LLC), Credit Agreement (EngageSmart, LLC)