Common use of Waivable Mandatory Prepayment Clause in Contracts

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Term Loans are outstanding, in the event a Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans, not less than five (5) Business Days prior to the date (the “Required Prepayment Date”) on which such Borrower is required to make such Waivable Mandatory Prepayment, such Borrower shall notify Administrative Agent of the amount and date of such prepayment, and Administrative Agent will promptly thereafter notify each Bank of the amount of such Bank’s Pro Rata Share of such Waivable Mandatory Prepayment and such Bank’s option to refuse such amount. Each such Bank may exercise such option by giving written notice to such Borrower and Administrative Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Bank which does not notify such Borrower and Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, such Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied in accordance with Section 2.15(b) (except prepayments of the Term Loans shall only be applied to the Term Loans of such Banks that have elected not to exercise such option).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Term Loans are outstanding, in the event a Borrower Company is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term LoansNotes, not less than five (5) three Business Days prior to the date (the “Required Prepayment Date”) on which such Borrower Company is required to make such Waivable Mandatory Prepayment, such Borrower Company shall notify Administrative Agent of the amount and date of such prepayment, and Administrative Agent will promptly thereafter notify each Bank Purchasers of the amount of such Bankprepayment and each Purchaser’s option to elect not to receive its Pro Rata Share of such Waivable Mandatory Prepayment and such Bank’s option to refuse such amountPrepayment. Each such Bank Purchaser may exercise such option by giving written notice to such Borrower and Administrative Agent Company of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Bank which Purchaser that does not notify such Borrower and Administrative Agent Company of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, such Borrower Company shall pay to Administrative Agent Purchasers of the New Money Notes or Roll Up Notes, as relevant, the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in accordance with Section 2.15(b) (except prepayments an amount equal to that portion of the Term Loans shall only be applied Waivable Mandatory Prepayment payable to the Term Loans those Purchasers of such Banks New Money Notes or Roll Up Notes, as relevant that have elected not to exercise such option, to prepay the applicable Notes of such Purchaser, (ii) to the extent of any excess, as otherwise required under section 2.14(b).

Waivable Mandatory Prepayment. Anything Notwithstanding anything contained herein to the contrary notwithstandingcontrary, so long as any Term Loans are outstanding, in the event a Borrower the Company is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans, not less than five (5) three Business Days prior to the date (the “Required Prepayment Date”) on which such Borrower the Company is required to make such Waivable Mandatory Prepayment, such Borrower the Company shall notify Administrative Agent of the amount and date of such prepayment, and Administrative Agent will promptly thereafter notify each Bank Lender of the amount of such BankLender’s Pro Rata Share of such Waivable Mandatory Prepayment and such BankLender’s option to refuse such amount. Each such Bank Lender may exercise such option by giving written notice to such Borrower the Company and Administrative Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Bank Lender which does not notify such Borrower the Company and Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, such Borrower the Company shall pay to Administrative Agent the amount that portion of the Waivable Mandatory Prepayment, which amount shall be applied in accordance with Section 2.15(b) (except prepayments of the Term Loans shall only be applied Prepayment payable to the Term Loans of such Banks those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which prepayment shall be applied in accordance with Section 2.15). The remaining amount of the Waivable Mandatory Prepayment shall be retained by the Company and used for any purpose not prohibited by this Agreement or the other Credit Documents.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Term Loans are outstanding, in the event a Borrower Company is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans, not less than five three (53) Business Days prior to the date (the “Required Prepayment Date”) on which such Borrower Company is required to make such Waivable Mandatory Prepayment, such Borrower Company shall notify Administrative Agent in writing (including by email) of the amount and date of such prepayment, and Administrative Agent will promptly thereafter notify each Bank Lender holding outstanding Loans of the amount of such BankLender’s Pro Rata Share of such Waivable Mandatory Prepayment and such BankLender’s option to refuse such amount. Each such Bank Lender may exercise such option by giving written notice to such Borrower Company and Administrative Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Bank Lender which does not notify such Borrower Company and Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, such Borrower Company shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied in accordance with Section 2.15(b) (except prepayments an amount equal to that portion of the Term Loans shall only be applied Waivable Mandatory Prepayment payable to the Term Loans of such Banks those Lenders that have elected not to exercise such option), to prepay the Loans of such Lenders.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Term Loans are outstanding, in the event a Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans, not less than five (5) Business Days prior to the date (the “Required Prepayment Date”) on which such Borrower is required to make such Waivable Mandatory Prepayment, such Borrower shall notify Administrative Agent of the amount and date of such prepayment, and Administrative Agent will promptly thereafter notify each Bank holding an outstanding Term Loan of the amount of such Bank’s Pro Rata Share of such Waivable Mandatory Prepayment and such Bank’s option to refuse such amount. Each such Bank may exercise such option by giving written notice to such Borrower and Administrative Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Bank which does not notify such Borrower and Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, such Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied in accordance with Section 2.15(b) (except prepayments of the Term Loans shall only be applied to the Term Loans of such Banks that have elected not to exercise such option).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Term Loans are outstanding, in the event a Borrower Company is required to make any mandatory prepayment ​ ​ (a “Waivable Mandatory Prepayment”) of the Term LoansDIP Notes, not less than five (5) three Business Days prior to the date (the “Required Prepayment Date”) on which such Borrower Company is required to make such Waivable Mandatory Prepayment, such Borrower Company shall notify Administrative Agent of the amount and date of such prepayment, and Administrative Agent will promptly thereafter notify each Bank Purchaser of the amount of such Bankprepayment and Purchaser’s Pro Rata Share of option to elect not to receive such Waivable Mandatory Prepayment and such Bank’s option to refuse such amountPrepayment. Each such Bank Purchaser may exercise such option by giving written notice to such Borrower and Administrative Agent Company of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Bank which if Purchaser does not notify such Borrower and Administrative Agent Company of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date Date, Purchaser shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, such Borrower Company shall pay to Administrative Collateral Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied in accordance with Section 2.15(b) (except prepayments of the Term Loans shall only be applied to the Term Loans of such Banks that have Purchaser, if Purchaser has elected not to exercise such option), to prepay the DIP Notes of Purchaser, and (ii) to the extent of any excess, to Company for working capital and general corporate purposes.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Term Loans are outstandingnotwithstanding except the limitations of the Intercreditor Agreement, in the event a Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans, not less than five (5) three Business Days prior to the date (the “Required Prepayment Date”) on which such Borrower is required to make such Waivable Mandatory Prepayment, such Borrower shall notify Administrative Agent of the amount and date of such prepayment, and Administrative Agent will promptly thereafter notify each Bank Lender of the amount of such BankLender’s Pro Rata Share of such Waivable Mandatory Prepayment and such BankLender’s option to refuse such amount. Each such Bank Lender may exercise such option by giving written notice to such Borrower and Administrative Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Bank Lender which does not notify such Borrower and Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, such Borrower shall pay to Administrative Agent the amount that portion of the Waivable Mandatory Prepayment, which amount shall be applied in accordance with Section 2.15(b) (except prepayments of the Term Loans shall only be applied Prepayment payable to the Term Loans of such Banks those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which prepayment shall be applied in accordance with Section 2.12(a)).

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Term Loans are outstanding, in the event a Borrower Company is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans, not less than five (5) two Business Days prior to the date (the “Required Prepayment Date”) on which such Borrower Company is required to make such Waivable Mandatory Prepayment, such Borrower Company shall notify Administrative Agent of the amount and date of such prepayment, and Administrative Agent will promptly thereafter notify each Bank Lenders of the amount of such Bankprepayment and each Lender’s option to elect not to receive its Pro Rata Share of such Waivable Mandatory Prepayment and such Bank’s option to refuse such amountPrepayment. Each such Bank Lender may exercise such option by giving written notice to such Borrower Company and Administrative Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Bank which Lender that does not notify such Borrower Company and Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, such Borrower Company shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in accordance with Section 2.15(b) (except prepayments an amount equal to that portion of the Term Loans shall only be applied Waivable Mandatory Prepayment payable to the Term Loans of such Banks those Lenders that have elected not to exercise such option, to prepay the Term Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Term Loans in accordance with Section 2.13(b)), and (ii) to the extent of any excess, to Company for working capital and general corporate purposes.

Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Term Loans are outstanding, in the event a Borrower Company is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term LoansNotes, not less than five (5) three Business Days prior to the date (the “Required Prepayment Date”) on which such Borrower Company is required to make such Waivable Mandatory Prepayment, such Borrower Company shall notify Administrative Agent of the amount and date of such prepayment, and Administrative Agent will promptly thereafter notify each Bank Purchasers of the amount of such Bankprepayment and each Purchaser’s option to elect not to receive its Pro Rata Share of such Waivable Mandatory Prepayment and such Bank’s option to refuse such amountPrepayment. Each such Bank Purchaser may exercise such option by giving written notice to such Borrower and Administrative Agent Company of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Bank which Purchaser that does not notify such Borrower and Administrative Agent Company of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, such Borrower Company shall pay to Administrative Agent Purchasers the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in accordance with Section 2.15(b) (except prepayments an amount equal to that portion of the Term Loans shall only be applied Waivable Mandatory Prepayment payable to the Term Loans of such Banks those Purchasers that have elected not to exercise such option), to prepay the Notes of such Purchasers, and (ii) to the extent of any excess, to Company for working capital and general corporate purposes.