Common use of Rejection Right Clause in Contracts

Rejection Right. The Borrowers shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to Section 4.2(a) or 8.4(c) at least five 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 Lender holding Loans of the contents of the Borrowers’ prepayment notice and of such Lender’s pro rata share of the prepayment. Each Lender may reject all (but not less than all) of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Loans required to be made pursuant to Section 4.2(a) or 8.4(c) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Parent Guarantor no later than 5:00 p.m. (New York time) one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Lender’s Loans. Any Declined Proceeds remaining thereafter shall be retained by the Borrowers.

Rejection Right. The Borrowers Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans Borrowings required to be made pursuant to Section 4.2(a) or 8.4(c2.3(1)(a) at least five three 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 Lender holding Loans with Commitments under the relevant Credit Facilities of the contents of the Borrowers’ such prepayment notice and of such Lender’s pro rata share of the prepayment. Each such Lender may reject all (but not less than all) of its pro rata share of any mandatory prepayment other than any such mandatory prepayment with respect to a Debt Incurrence Prepayment Event (such declined amounts, the “Declined Proceeds”) of Loans Borrowings required to be made pursuant to Section 4.2(a2.3(1)(a) or 8.4(c2.3(1)(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Parent Guarantor no later than 5:00 p.m. (New York Toronto time) ), one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Lender’s LoansBorrowings, as applicable. Any Declined Proceeds remaining thereafter shall may be retained by the BorrowersBorrower.

Rejection Right. The Borrowers Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to Section 4.2(a) or 8.4(c5.2(a)(ii) at least five three 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 Lender holding Term Loans of the contents of the Borrowers’ such prepayment notice and of such Lender’s pro rata share of the prepayment. Each Term Loan Lender may reject all (but not less than all) of its pro rata share of any such mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to Section 4.2(a) or 8.4(c5.2(a)(ii) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Parent Guarantor Borrower no later than 5:00 p.m. (New York City time) one two Business Day Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, above any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of such Lender’s Term Loans. Any Declined Proceeds remaining thereafter shall be retained by the Borrowers.