Common use of Waiver of Certain Mandatory Repayments Clause in Contracts

Waiver of Certain Mandatory Repayments. Notwithstanding anything to the contrary contained in this Section 3.02 or elsewhere in this Agreement (including, without limitation, in Section 12.12), the Banks with outstanding B Term Loans (the "B Term Banks") and C Term Loans (the "C Term Banks") shall have the option, without the consent of the Borrower, to waive a mandatory repayment of such Loans pursuant to Section 3.02(A)(f), (g), (h), (i) and/or (j) (each such repayment, a "Waivable Mandatory Repayment") upon the terms and provisions set forth in this Section 3.02(C). The Borrower shall give the Administrative Agent written notice at least five Business Days prior to the date of each Waivable Mandatory Repayment, which notice the Administrative Agent shall promptly forward to all B Term Banks and C Term Banks (indicating in such notice the amount of such repayment to be applied to each such Bank's outstanding Term Loans under such Tranches). In the event any such B Term Bank or C Term Bank desires to waive such Bank's right to receive any such Waivable Mandatory Repayment, in whole or in part, such Bank shall so advise the Administrative Agent no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which notice shall also include the amount such Bank desires to receive in respect of such repayment. If any Bank does not reply to the Administrative Agent within such two Business Day period, it will be deemed not to have waived any part of such repayment. If any Bank does not specify an amount it wishes to receive, it will be deemed to have accepted 100% of the total payment. In the event that any such Bank waives all or part of such right to receive any such Waivable Mandatory Repayment, the Administrative Agent shall apply 100% of the amount so waived by such Bank to the A Term Loans and/or the Acquisition Loans (and if prior to the Acquisition Loan Termination Date, to the reduction of the Acquisition Loan Commitments), in each case in accordance with Section 3.02(B). Notwithstanding the foregoing, in no event shall the amount of a Waivable Mandatory Repayment exceed the aggregate principal amount of A Term Loans and Acquisition Loans that will be outstanding after Banks with outstanding A Term Loans and Acquisition Loans receive their respective shares of mandatory repayments pursuant to Section 3.02(B) (i.e., before giving effect to any application of such Waivable Mandatory Repayment to A Term Loans and/or Acquisition Loans pursuant to this Section 3.03(C)).

Waiver of Certain Mandatory Repayments. Notwithstanding anything to the contrary contained in this Section 3.02 or elsewhere in this Agreement (including, without limitation, in Section 12.12), the Borrower shall have the option, in its sole discretion, to give the Banks with outstanding B Term Loans (the "B Term Banks") and C Term Loans (the "C Term Banks") shall have the option, without the consent of the Borrower, option to waive a mandatory repayment of such Loans pursuant to Section 3.02(A)(f), (g), (h), (i) and/or (j3.02(A) (each such repayment, a "Waivable Mandatory Repayment") upon the terms and provisions set forth in this Section 3.02(C). The If the Borrower elects to exercise the option referred to in the preceding sentence, the Borrower shall give to the Administrative Agent written notice of its intention to give the B Banks the right to waive a Waivable Mandatory Repayment at least five Business Days prior to the date of each Waivable Mandatory Repaymentapplicable Scheduled B Term Repayment Date, which notice the Administrative Agent shall promptly forward to all B Term Banks and C Term Banks (indicating in such notice the amount of such repayment to be applied to each such Bank's outstanding B Term Loans under Loans). The Borrower's offer to permit such Tranches)Banks to waive any such Waivable Mandatory Repayment may apply to all or part of such repayment, provided that any offer to waive part of such repayment must be made ratably to such Banks on the basis of their outstanding B Term Loans. In the event any such B Term Bank or C Term Bank desires to waive such Bank's right to receive any such Waivable Mandatory Repayment, Repayment in whole or in part, such Bank shall so advise the Administrative Agent no later than the close of business two Business Days after the date of such notice from the Administrative Agent, which notice shall also include the amount such Bank desires to receive in respect of such repayment. If any Bank does not reply to the Administrative Agent within such the two Business Day periodDays, it will be deemed not to have waived any part of such repayment. If any Bank does not specify an amount it wishes to receive, it will be deemed to have accepted 100% of the total payment. In the event that any such Bank waives all or part of such right to receive any such Waivable Mandatory Repayment, the Administrative Agent shall apply 100% of the amount so waived by such Bank to the A Term Loans and/or the Acquisition Loans (and if prior to the Acquisition Loan Termination Date, to the reduction of the Acquisition Loan Commitments), in each case in accordance with Section 3.02(B). Notwithstanding the foregoing, in no event shall the amount of a Waivable Mandatory Repayment exceed the aggregate principal amount of A Term Loans and Acquisition Loans that will be outstanding after Banks with outstanding A Term Loans and Acquisition Loans receive their respective shares of mandatory repayments pursuant to Section 3.02(B) (i.e., before giving effect to any application of such Waivable Mandatory Repayment to A Term Loans and/or Acquisition Loans pursuant to this Section 3.03(C)).