Common use of Holder Right to Waive Clause in Contracts

Holder Right to Waive. Notwithstanding anything in this Agreement to the contrary, each Holder, in its sole discretion, may, but is not obligated to, waive the Issuer’s requirements to make any prepayments pursuant to Sections 2.9(a)-(e) with respect to such Holder’s Pro Rata Share of such prepayment. Upon the dates set forth in Section 2.9 for any such prepayment, Issuer shall notify the Administrative Agent of the amount that is available to prepay the Notes (the “Prepayment Amount”). Promptly after the date of receipt of such notice, the Administrative Agent shall provide written notice (the “First Offer”) to the Holders of the amount available to prepay the Notes. Any Holder declining such prepayment (a “Declining Holder”) shall give written notice thereof to the Administrative Agent by 10:00 a.m. New York time no later than two (2) Business Days after the date of such notice from the Administrative Agent. On such date the Administrative Agent shall then provide written notice (the “Second Offer”) to the Holders other than the Declining Holders (such Holders being the “Accepting Holders”) of the additional amount available (due to such Declining Holders’ declining such prepayment) to prepay Notes owing to such Accepting Holders, such available amount to be allocated on a pro rata basis among the Accepting Holders that accept the Second Offer. Any Holders declining prepayment pursuant to such Second Offer shall give written notice thereof to the Administrative Agent by 10:00 a.m. New York time no later than one (1) Business Day after the date of such notice of a Second Offer. Issuer shall prepay the Notes within one (1) Business Day after its receipt of notice from the Administrative Agent of the aggregate amount of such prepayment. Amounts remaining after the allocation of accepted amounts with respect to the First Offer and the Second Offer to Accepting Holders shall be retained by Issuer.

Holder Right to Waive. Notwithstanding anything in this Agreement to the contrary, each Holder, in its sole discretion, may, but is not obligated to, waive decline the Issuer’s requirements offer to make any prepayments prepayment pursuant to Sections 2.9(a)-(e) this Section 2.10, in each case, with respect to such Holder’s Pro Rata Share of such prepayment. Upon the dates set forth in Section 2.9 for any such prepayment, Issuer shall notify the Administrative Agent of the amount that is available to prepay the Notes (the “Prepayment Amount”). Promptly after the date of receipt of such noticethe notice required by Section 2.10(d), the Administrative Agent shall provide written notice (the “First Offer”) to the Holders of the amount available to prepay the NotesNotes within one (1) Business Day of receipt of the applicable notice. Any Holder declining such prepayment (a “Declining Holder”) shall give written notice thereof to the Administrative Agent by 10:00 a.m. New York, New York time no later than two five (25) Business Days after the date of such notice from the Administrative Agent. On Agent (the “First Offer Deadline”) and on such date the Administrative Agent shall provide notice of the aggregate amount accepted for prepayment pursuant to the First Offer to the Issuer. The Issuer shall prepay the Notes accepted for prepayment pursuant to the First Offer no later than the date specified for such prepayment in the First Offer in the amount set forth in the applicable notice from the Agent. Additionally, on the First Offer Deadline (or earlier if the Agent has received responses from all Holders) the Agent shall then provide written notice (the “Second Offer”) to the Holders other than the Declining Holders (such Holders being the “Accepting Holders”) of the additional amount available (due to such Declining Holders’ declining such prepayment) to prepay Notes owing to such Accepting Holders, such available amount to be allocated on a pro rata basis among the Accepting Holders that accept the Second Offer. Any Holders declining prepayment pursuant to such Second Offer shall give written notice thereof to the Administrative Agent by 10:00 a.m. New York, New York time no later than one five (15) Business Day Days after the date of such notice of a Second Offer. The Issuer shall prepay the Notes accepted for prepayment pursuant to the Second Offer within one (1) Business Day after its receipt of notice from the Administrative Agent of the aggregate amount of such prepayment. Amounts remaining after the allocation of accepted amounts with respect to the First Offer and the Second Offer to Accepting Holders shall be retained by Issuerthe Issuer in accordance with Section 2.10.

Holder Right to Waive. Notwithstanding anything in this Agreement to the contrary, each Holder, in its sole discretion, may, but is not obligated to, waive the Issuer’s requirements to make any prepayments pursuant to Sections 2.9(a)-(e) Section 2.09 with respect to such Holder’s Pro Rata Share of such prepaymentPrepayment. Upon the dates set forth in Section 2.9 2.09 for the delivery of any such prepaymentprepayment notice, Issuer shall promptly notify the Administrative Agent of the amount that is available to prepay the Notes (the “Prepayment Amount”)Notes. Promptly after the date of receipt of such notice, the Administrative Agent shall provide written notice (the “First Offer”) to the Holders of the amount available to prepay the Notes. Any Holder declining such prepayment (a “Declining Holder”) shall give written notice thereof to the Administrative Agent by 10:00 a.m. New York, New York time no later than two three (23) Business Days after the date of prior to such notice from the Administrative Agentprepayment date. On such date the Administrative The Agent shall then promptly provide written notice (the “Second Offer”) to the Holders other than the Declining Holders (such Holders being the “Accepting Holders”) of the additional amount available (due to such Declining Holders’ declining such prepayment) to prepay Notes owing to such Accepting Holders, such available amount to be allocated on a pro rata basis among the Accepting Holders that accept the Second Offer. Any Holders declining prepayment pursuant to such Second Offer shall give written notice thereof to the Administrative Agent by 10:00 a.m. New York, New York time no later than one (1) Business Day after the date of prior to such notice of a Second Offer. prepayment date, and Agent shall promptly notify Issuer shall prepay the Notes within one (1) Business Day after its receipt of notice from the Administrative Agent of the aggregate amount of such the prepayment. Amounts remaining after the allocation of accepted amounts with respect to the First Offer and the Second Offer to Accepting Holders shall be retained by IssuerIssuer or the relevant Subsidiary for working capital and general corporate purposes, subject to the other covenants contained in this Agreement. For the avoidance of doubt, any Holder or Accepting Holder that does not deliver a notice declining the applicable payment by the dates and times set forth above shall be deemed to have accepted such prepayment offer.

Holder Right to Waive. Notwithstanding anything in this Agreement to the contrary, each Holder, in its sole discretion, may, but is not obligated to, waive decline the Issuer’s requirements offer to make any prepayments prepayment pursuant to Sections 2.9(a)-(e) this Section 2.10, in each case, with respect to such Holder’s Pro Rata Share of such prepayment. Upon the dates set forth in Section 2.9 for any such prepayment, Issuer shall notify the Administrative Agent of the amount that is available to prepay the Notes (the “Prepayment Amount”). Promptly after the date of receipt of such noticethe notice required by Section 2.10(d), the Administrative Agent shall provide written notice (the “First Offer”) to the Holders of the amount available to prepay the NotesNotes within one (1) Business Day of receipt of the applicable notice. Any Holder declining such prepayment (a “Declining Holder”) shall give written notice thereof to the Administrative Agent by 10:00 a.m. New York, New York time no later than two five (25) Business Days after the date of such notice from the Administrative Agent. On Agent (the “First Offer Deadline”) and on such date the Administrative Agent shall provide notice of the aggregate amount accepted for prepayment pursuant to the First Offer to the Issuer. The Issuer shall prepay the Notes accepted for prepayment pursuant to the First Offer no later than the date specified for such prepayment in the First Offer in the amount set forth in the applicable notice from the Agent. Additionally, on the First Offer Deadline (or earlier if the Agent has received responses from all Holders) the Agent shall then provide written notice (the “Second Offer”) to the Holders other than the Declining Holders (such Holders being the “Accepting Holders”) of the additional amount available (due to such Declining Holders’ declining such prepayment) to prepay Notes owing to such Accepting Holders, such available amount to be allocated on a pro rata basis among the Accepting Holders that accept the Second Offer. Any Holders declining prepayment pursuant to such Second Offer shall give written notice thereof to the Administrative Agent by 10:00 a.m. New York time no later than one (1) Business Day after the date of such notice of a Second Offer. Issuer shall prepay the Notes within one (1) Business Day after its receipt of notice from the Administrative Agent of the aggregate amount of such prepayment. Amounts remaining after the allocation of accepted amounts with respect to the First Offer and the Second Offer to Accepting Holders shall be retained by Issuer.Second

Holder Right to Waive. Notwithstanding anything in this Agreement to the contrary, each Holder, in its sole discretion, may, but is not obligated to, waive the Issuer’s requirements to make any prepayments pursuant to Sections 2.9(a)-(e) Section 2.09 with respect to such Holder’s Pro Rata Share of such prepayment. Upon the dates set forth in Section 2.9 2.09 for the delivery of any such prepaymentprepayment notice, the Issuer shall promptly notify the Administrative Agent of the amount (if any) that is available to prepay the Notes (the “Prepayment Amount”)Notes. Promptly after the date of receipt of such notice, the Administrative Agent shall provide written notice (the “First Offer”) to the Holders of the amount (if any) available to prepay the Notes. Any Holder declining such prepayment (a “Declining Holder”) shall give written notice thereof to the Administrative Agent by 10:00 a.m. a.m., New York, New York time time, no later than two one (21) Business Days after the date of Day prior to such notice from the Administrative Agentprepayment date. On such date the Administrative The Agent shall then promptly provide written notice (the “Second Offer”) to the Holders other than the Declining Holders (such Holders being the “Accepting Holders”) of the additional amount (if any) available (due to such Declining Holders’ declining such prepayment) to prepay Notes owing to such Accepting Holders, such available amount (if any) to be allocated on a pro rata basis among the Accepting Holders that accept the Second Offer. Any Holders declining prepayment pursuant to such Second Offer shall give written notice thereof to the Administrative Agent by 10:00 a.m. a.m., New York, New York time time, no later than one (1) Business Day after prior to such prepayment date, and the date of such notice of a Second Offer. Agent shall promptly notify the Issuer shall prepay the Notes within one (1) Business Day after its receipt of notice from the Administrative Agent of the aggregate amount of such the prepayment. Amounts remaining after the allocation of accepted amounts with respect to the First Offer and the Second Offer to Accepting Holders shall be retained by Issuerthe Issuer or the relevant Note Party or Subsidiary for working capital and general corporate purposes, subject to the other covenants contained in this Agreement. For the avoidance of doubt, any Holder or Accepting Holder that does not deliver a notice declining the applicable payment by the dates and times set forth above shall be deemed to have accepted such prepayment offer.