Common use of Waiver of Certain Prepayments Clause in Contracts

Waiver of Certain Prepayments. Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make any mandatory prepayment of the Loans pursuant to Section 2.05(c)(vi)(B) (a "Waivable Prepayment"), not less than two (2) Business Days prior to the date (the "Prepayment Date") on which the Borrower is required to make such Waivable Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such Lender's Pro Rata Share of such Waivable Prepayment and such Lender's option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so not later than 10:00 a.m. on the Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 10:00 a.m. on the Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders. The Borrower shall be permitted to retain any excess for working capital and general corporate purposes.

Waiver of Certain Prepayments. Anything contained herein to the contrary notwithstanding, in the event the a Borrower is required to make any mandatory prepayment of the Loans pursuant to Section 2.05(c)(vi)(B) (a "“Waivable Prepayment"”), not less than two three (23) Business Days prior to the date (the "“Prepayment Date"”) on which the such Borrower is required to make such Waivable Prepayment, the such Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Term Loan of the amount of such Lender's ’s Pro Rata Share of such Waivable Prepayment and such Lender's ’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the applicable Borrower and the Administrative Agent of its election to do so not later than 10:00 a.m. on or before the first Business Day prior to the Prepayment Date (it being understood that any Lender which does not notify the applicable Borrower and the Administrative Agent of its election to exercise such option on or before 10:00 a.m. on the first Business Day prior to the Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Prepayment Date, the applicable Borrower shall pay to the Administrative Agent the amount of the Waivable Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders. The Lenders and (ii) to the extent of any excess, to Borrower shall be permitted to retain any excess for working capital and general corporate purposes.

Waiver of Certain Prepayments. Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make any mandatory prepayment of the Loans pursuant to Section 2.05(c)(vi)(B) (a "“Waivable Prepayment"”), not less than two three (23) Business Days prior to the date (the "“Prepayment Date"”) on which the Borrower is required to make such Waivable Prepayment, the Prepayment Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding outstanding Loans of the amount of such Lender's ’s Pro Rata Share of such Waivable Prepayment and such Lender's ’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so not later than 10:00 a.m. on or before the first Business Day prior to the Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 10:00 a.m. on the first Business Day prior to the Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Prepayment in an amount equal to that portion of the Waivable Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders. The Lenders on a pro rata basis, and Borrower shall be permitted to may retain any excess excess, which may be used for working capital and general corporate purposesany purpose in accordance with this Agreement.

Waiver of Certain Prepayments. Anything contained herein to the contrary notwithstanding, in the event if the Borrower is required to make any mandatory prepayment (a “Waivable Prepayment”) of the Loans pursuant to Section 2.05(c)(vi)(B) (a "Waivable Prepayment")Tranche A Term Loans, not less than two three (23) Business Days prior to the date (the "“Prepayment Date"”) on which the Borrower is required to make such Waivable Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Tranche A Term Loan, of the amount of such Lender's ’s Pro Rata Share of such Waivable Prepayment and such Lender's ’s option to refuse such amountamount (the “Refusal Option”). Each such Lender may exercise such option the Refusal Option by giving written notice to the Borrower and the Administrative Agent of its election to do so not later than 10:00 a.m. on or before the first Business Day prior to the Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 10:00 a.m. on the first Business Day prior to the Prepayment Date shall be deemed to have elected, as of such date, not to exercise such optionthe Refusal Option). On the Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Prepayment, which amount shall be applied (i) in an amount equal to the Waivable Prepayment payable pro rata to those Lenders that have elected not to exercise such optionthe Refusal Option, to prepay the Tranche A Term Loans of such Lenders. The Borrower Lenders (which prepayment shall be permitted applied to retain the principal of the Tranche A Term Loans in accordance with Section 2.14(b)), and (ii) to the extent of any excess excess, to Borrower for working capital and general corporate purposes.

Waiver of Certain Prepayments. Anything Notwithstanding anything contained herein to the contrary notwithstandingcontrary, in if the event the Borrower is Borrowers are required to make any mandatory prepayment of the Term Loans pursuant to Section 2.05(c)(vi)(Bsubsections (c)(i), (c)(iii), (c)(iv) or (c)(vi) above (each, a "Waivable Prepayment"), not less than two (2) Business Days prior to the date (the "Prepayment Date") on which the Borrower is Borrowers are required to make such Waivable Prepayment, the Administrative Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such Lender's Pro Rata Share of such Waivable Prepayment and such Lender's option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Administrative Borrower and the Administrative Agent of its election to do so not later than 10:00 a.m. on the Prepayment Date (it being understood that any Lender which that does not notify the Administrative Borrower and the Administrative Agent of its election to exercise such option on or before 10:00 a.m. on the Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Prepayment Date, the Borrower Borrowers shall pay to the Administrative Agent the amount of the Waivable Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Term Loans of such Lenders. The Borrower shall be permitted to retain any excess for working capital and general corporate purposes.

Waiver of Certain Prepayments. Anything contained herein to the contrary notwithstanding, in the event the Borrower is Borrowers are required to make any mandatory prepayment or any Preliminary IP Event Prepayment in respect of the any Loans pursuant to Section 2.05(c)(vi)(B) (each, a "“Waivable Prepayment"”), not less than two three (23) Business Days prior to the date (the "Prepayment Date") on which the Borrower is required to make Date for such Waivable Prepayment, the Administrative Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Loan of the amount of such Lender's ’s Pro Rata Share of such Waivable Prepayment and such Lender's ’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Administrative Borrower and the Administrative Agent of its election to do so not later than 10:00 a.m. on or before the first Business Day prior to the Prepayment Date (it being understood that any Lender which does not notify the Administrative Borrower and the Administrative Agent of its election to exercise such option on or before 10:00 a.m. on the first Business Day prior to the Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Prepayment Date, the Borrower Borrowers shall pay to the Administrative Agent the amount of the Waivable Prepayment, which amount shall (i) first, be applied in an amount equal to that portion of the Waivable Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders. The Borrower Lenders (which prepayment shall be permitted applied to retain the scheduled Installments of principal of the Loans in accordance with Section 2.13(b)), (ii) second, to the extent of the remaining portion of such Waivable Prepayment after the application of clause (i), be offered to those Lenders that have elected not to exercise such option (with such Lenders having the right to decline any prepayment with that portion of the Waivable Prepayment payable at the time and in the manner specified by Administrative Agent), and (iii) third, to the extent of any excess portion of the Waivable Prepayment remaining after the application of clauses (i) and (ii), such funds shall be returned to the Borrowers for working capital and other general corporate purposespurposes not in contravention of this Agreement or any other Credit Document.

Waiver of Certain Prepayments. Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make any mandatory prepayment of the Loans pursuant to Section 2.05(c)(vi)(B) (a "“Waivable Prepayment"”), not less than two three (23) Business Days prior to the date (the "“Prepayment Date"”) on which the Borrower is required to make such Waivable Prepayment, the Prepayment Borrower shall notify the Administrative DIP Agent of the amount of such prepayment, and the Administrative DIP Agent will promptly thereafter notify each DIP Lender holding outstanding Loans of the amount of such DIP Lender's ’s Pro Rata Share of such Waivable Prepayment and such DIP Lender's ’s option to refuse such amount. Each such DIP Lender may exercise such option by giving written notice to the Borrower and the Administrative DIP Agent of its election to do so not later than 10:00 a.m. on or before the first Business Day prior to the Prepayment Date (it being understood that any DIP Lender which does not notify the Borrower and the Administrative DIP Agent of its election to exercise such option on or before 10:00 a.m. on the first Business Day prior to the Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Prepayment Date, the Borrower shall pay to the Administrative DIP Agent the amount of the Waivable Prepayment in an amount equal to that portion of the Waivable Prepayment payable to those DIP Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders. The DIP Lenders on a pro rata basis, and Borrower shall be permitted to may retain any excess excess, which may be used for working capital and general corporate purposesany purpose in accordance with the Budget.

Waiver of Certain Prepayments. (i) Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make any mandatory prepayment of the any Loans (other than mandatory prepayments to be applied directly to outstanding Revolving Loans pursuant to Section 2.05(c)(vi)(B) (a "Waivable Prepayment"2.4(c)), not less than two five (25) Business Days prior to the date (the "“Prepayment Date"”) on which the Borrower is required to make such Waivable Prepaymentmandatory prepayment (or, the if shorter, promptly upon Borrower’s becoming aware of any event requiring such mandatory prepayment), Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Term Lender of the amount of such Lender's ’s Pro Rata Share of such Waivable Prepayment mandatory prepayment and such Lender's ’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so not later than 10:00 a.m. on or before the first Business Day prior to the Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 10:00 a.m. on the first Business Day prior to the Prepayment Date shall be deemed to have elected, as of such date, not to exercise such optionoption to decline payments). On the Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Prepayment mandatory prepayment, which amount shall be applied (i) in an amount equal to that portion of the mandatory prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Term Loans of such Lenders. The Borrower Lenders (which prepayment shall be permitted applied to retain the scheduled Installments of principal of the Term Loans in accordance with Section 2.4(c)), and (ii) to the extent of any excess for working capital and general corporate purposes(the “Declined Prepayment Amount”), to prepay the Revolving Loans in accordance with Section 2.4(e)(ii).

Waiver of Certain Prepayments. Anything contained herein to the contrary notwithstanding, in the event the Borrower is any Borrowers are required to make any mandatory prepayment (a “Waivable Prepayment”) of any of the Loans pursuant to Section 2.05(c)(vi)(B) (a "Waivable Prepayment")Term Loans, not less later than two (2) the Business Days Day prior to the date (the "“Prepayment Date"”) on which the Borrower is such Borrowers are required to make such Waivable Prepayment, the Borrower Representative shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding portion of the Term Loan to be prepaid, of the amount of such Lender's ’s Pro Rata Share of such Waivable Prepayment and such Lender's ’s option to refuse such amountamount (the “Refusal Option”). Each such Lender may exercise such option the Refusal Option by giving written notice to the Borrower Representative and the Administrative Agent of its election to do so by not later than 10:00 11:00 a.m. on the Prepayment Date (it being understood that any Lender which does not notify the Borrower Representative and the Administrative Agent of its election to exercise such option on or before 10:00 a.m. on the first Business Day prior to the Prepayment Date shall be deemed to have elected, as of such date, not to exercise such optionthe Refusal Option). On the Prepayment Date, the Borrower Borrowers shall pay to the Administrative Agent the amount of the Waivable Prepayment, which amount shall be applied (i) in an amount equal to the Waivable Prepayment payable pro rata to those Lenders that have elected not to exercise such optionthe Refusal Option, to prepay the applicable Term Loans of such Lenders. The Borrower Lenders (which prepayment shall be permitted applied to retain the principal of the Term Loans in accordance with Section 2.14(b)), and (ii) to the extent of any excess excess, to the Borrowers for working capital and general corporate purposes.

Waiver of Certain Prepayments. Anything contained herein to the contrary notwithstandingnotwithstanding and excluding any mandatory prepayment made pursuant to Section 2.3(b)(vii), in the event the Borrower is required to make any mandatory prepayment of the Loans pursuant to Section 2.05(c)(vi)(B) (a "Waivable Prepayment")Term Loans, not less than two five (25) Business Days prior to the date (the "“Prepayment Date"”) on which the Borrower is required to make such Waivable Prepaymentmandatory prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment (or, if shorter, promptly upon Borrower’s becoming aware of any event requiring such mandatory prepayment), and the Administrative Agent will promptly thereafter notify each Lender of the amount of such Lender's ’s Pro Rata Share of such Waivable Prepayment mandatory prepayment and such Lender's ’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so not later than 10:00 a.m. on or before the first Business Day prior to the Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 10:00 a.m. on the first Business Day prior to the Prepayment Date shall be deemed to have elected, as of such date, not to exercise such optionoption to decline payments). On the Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Prepayment mandatory prepayment, which amount shall be applied in an amount equal to that portion of the mandatory prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Term Loans of such Lenders. The Borrower Lenders (which prepayment shall be permitted applied to retain any excess for working capital and general corporate purposesthe scheduled installments of principal of the Term Loans in accordance with Section 2.3(c)).

Waiver of Certain Prepayments. Anything contained herein to the contrary notwithstanding, in the event the any Borrower is required to make any mandatory or elects to make a voluntary prepayment (a “Waivable Prepayment”) of the Loans pursuant to Section 2.05(c)(vi)(B) (a "Waivable Prepayment")Term Loans, not less than two three (23) Business Days prior to the date (the "“Prepayment Date"”) on which the Applicable Borrower is required to make such Waivable Prepayment, the Applicable Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Term Loan of the amount of such Lender's ’s Pro Rata Share of such Waivable Prepayment and such Lender's ’s option to refuse such amountamount (the “Refusal Option”). Each such Lender may exercise such option the Refusal Option by giving written notice to the Applicable Borrower and the Administrative Agent of its election to do so not later than 10:00 a.m. on or before the first Business Day prior to the Prepayment Date (it being understood that any Lender which does not notify the Applicable Borrower and the Administrative Agent of its election to exercise such option its Refusal Option on or before 10:00 a.m. on the first Business Day prior to the Prepayment Date shall be deemed to have elected, as of such date, not to exercise such optionRefusal Option). On the Prepayment Date, the Applicable Borrower shall pay to the Administrative Agent the amount of the Waivable Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Prepayment payable pro rata to those Lenders that have elected not to exercise such optionthe Refusal Option, to prepay the Term Loans of such Lenders. The , and (ii) to the extent of any excess, to the Applicable Borrower shall be permitted to retain any excess for working capital and general corporate purposes.

Waiver of Certain Prepayments. Anything contained herein to the contrary notwithstanding, in the event the Borrower is Borrowers are required to make any mandatory prepayment of the Loans pursuant to Section 2.05(c)(vi)(B) (a "“Waivable Prepayment"”), not less than two three (23) Business Days prior to the date (the "“Prepayment Date"”) on which the Borrower is Borrowers are required to make such Waivable Prepayment, the Administrative Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Loan of the amount of such Lender's ’s Pro Rata Share of such Waivable Prepayment and such Lender's ’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Administrative Borrower and the Administrative Agent of its election to do so not later than 10:00 a.m. on or before the first Business Day prior to the Prepayment Date (it being understood that any Lender which does not notify the Administrative Borrower and the Administrative Agent of its election to exercise such option on or before 10:00 a.m. on the first Business Day prior to the Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Prepayment Date, the Borrower Borrowers shall pay to the Administrative Agent the amount of the Waivable Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders. The Borrower shall be permitted Lenders (in accordance with Section 2.11(a), and (ii) to retain the extent of any excess excess, to the Borrowers for working capital and general corporate purposes.

Waiver of Certain Prepayments. Anything contained herein to the contrary notwithstanding, in the event the Borrower is Borrowers are required to make any mandatory prepayment of the Loans pursuant to Section 2.05(c)(vi)(B) or any Preliminary IP Event Prepayment (each, a "“Waivable Prepayment"”), not less than two three (23) Business Days prior to the date (the "Prepayment Date") on which the Borrower is required to make Date for such Waivable Prepayment, the Administrative Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Loan of the amount of such Lender's ’s Pro Rata Share of such Waivable Prepayment and such Lender's ’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Administrative Borrower and the Administrative Agent of its election to do so not later than 10:00 a.m. on or before the first Business Day prior to the Prepayment Date (it being understood that any Lender which does not notify the Administrative Borrower and the Administrative Agent of its election to exercise such option on or before 10:00 a.m. on the first Business Day prior to the Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Prepayment Date, the Borrower Borrowers shall pay to the Administrative Agent the amount of the Waivable Prepayment, which amount shall (i) first, be applied in an amount equal to that portion of the Waivable Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders. The Borrower Lenders (which prepayment shall be permitted applied to retain the scheduled Installments of principal of the Loans in accordance with Section 2.13(b)), (ii) second, to the extent of the remaining portion of such Waivable Prepayment after the application of clause (i), be offered to those Lenders that have elected not to exercise such option (with such Lenders having the right to decline any prepayment with that portion of the Waivable Prepayment payable at the time and in the manner specified by Administrative Agent) and (iii) third, to the extent of any excess for working capital portion of the Waivable Prepayment remaining after the application of clauses (i) and general corporate purposes(ii), be applied in accordance with the mandatory prepayment provisions of Section 2.12 of the Second Lien Credit Agreement.