Common use of Acceptance Procedures Clause in Contracts

Acceptance Procedures. Based on the Reply Discounts and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with the Offeror, will calculate the lowest purchase price (the “Applicable Threshold Price”) for the Auction within the Discount Range for the Auction that will allow Offeror to complete the Auction by purchasing the full Auction Amount (or such lesser amount of Term Loans for which Offeror has received Qualifying Bids (as defined below)), provided that the aggregate principal amount of Term Loans purchased by Offeror in any Auction shall not exceed the Maximum Permitted Auction Amount therefor. The Offeror shall purchase Term Loans from each Lender whose Return Bid is within the Discount Range and contains a Reply Price that is equal to or less than the Applicable Threshold Price (each, a “Qualifying Bid”). All Term Loans included in Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid) received at a Reply Price lower than the Applicable Threshold Price will be purchased at the applicable Reply Price and shall not be subject to proration.

Acceptance Procedures. Based on the Reply Discounts Prices and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with the OfferorPurchaser, will calculate the lowest purchase price (the “Applicable Threshold Price”) for the Auction within the Discount Range for the Auction that will allow Offeror the Purchaser to complete the Auction by purchasing the full Auction Amount (or such lesser amount of Term Loans of the applicable Class for which Offeror the Purchaser has received Qualifying Bids (as defined below)), provided that the aggregate principal amount of Term Loans purchased by Offeror in any Auction shall not exceed the Maximum Permitted Auction Amount therefor. The Offeror Purchaser shall purchase Term Loans of the applicable Class from each Lender whose Return Bid is within the Discount Range and contains a Reply Price that is equal to or less than the Applicable Threshold Price (each, a “Qualifying Bid”). All Term Loans of the applicable Class included in Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid) received at a Reply Price lower than the Applicable Threshold Price will be purchased at the applicable Reply Price and shall not be subject to proration.

Acceptance Procedures. Based on the Reply Discounts Prices and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with the Offerorconsent of the Borrower, will calculate the lowest purchase price (the “Applicable Threshold Price”) for the such Auction within the Discount Range for the such Auction that will allow Offeror the Borrower to complete the Auction by purchasing the full Auction Amount (or such lesser amount of Term Loans for which Offeror the Borrower has received Qualifying Bids (as defined belowBids)). Unless the Auction Notice is withdrawn in accordance with the terms hereof, provided that the aggregate principal amount of Term Loans purchased by Offeror in any Auction shall not exceed the Maximum Permitted Auction Amount therefor. The Offeror each Borrower Party shall purchase Term Loans from each Lender whose Return Bid is within the Discount Range and contains a Reply Price that is equal to or less than the Applicable Threshold Price (each, a “Qualifying Bid”). All Unless the Auction Notice is withdrawn in accordance with the terms herein, all Term Loans included in Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid) received at a Reply Price lower than the Applicable Threshold Price will be purchased at the such applicable Reply Price Prices (commencing with the Qualifying Bids at the lowest applicable Reply Price) and shall not be subject to proration.

Acceptance Procedures. Based on the Reply Discounts Prices and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with the OfferorBorrower, will calculate the lowest purchase price (the “Applicable Threshold Price”) for the such Auction within the Discount Range for the such Auction that will allow Offeror the Borrower to complete the Auction by purchasing prepaying the full Auction Amount (or such lesser amount of Term B Loans (i) for which Offeror the Borrower has received Qualifying Bids or (ii) as defined belowthe Borrower may select (which shall be no less than $10,000,000)), provided that the aggregate principal amount of Term Loans purchased by Offeror in any Auction shall not exceed the Maximum Permitted Auction Amount therefor. The Offeror Borrower shall purchase prepay Term B Loans of the applicable tranche from each Term B Lender whose Return Bid is within the Discount Range and contains a Reply Price that is equal to or less than the Applicable Threshold Price (each, a “Qualifying Bid”). All Term B Loans of the applicable tranche included in Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid) received at a Reply Price lower than the Applicable Threshold Price will be purchased prepaid at the such applicable Reply Price Prices and shall not be subject to proration.

Acceptance Procedures. Based on the Reply Discounts Price and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with the OfferorNewPageCo, will calculate the lowest purchase price (the “Applicable Threshold Price”) for the Auction within the Discount Range for the Auction that will allow Offeror NewPageCo to complete the Auction by purchasing the full Auction Amount (or such lesser amount of Term Loans for which Offeror NewPageCo has received Qualifying Bids (as defined below)), provided that the aggregate principal amount of Term Loans purchased by Offeror in any Auction NewPageCo shall not exceed the Maximum Permitted Auction Amount thereforAmount. The Offeror Subject to the proration mechanics described below, NewPageCo shall purchase Term Loans from each Lender (i) whose Return Bid is within the Discount Range and contains a Reply Price that is equal to or less than the Applicable Threshold Price and (ii) who has validly executed and delivered a NewPageCo Assignment Agreement and other documents required by the Administrative Agent to be executed to effect the assignment (each, a “Qualifying Bid”). All Term Loans included in Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid) received at a Reply Price lower than the Applicable Threshold Price will be purchased at the applicable Reply Applicable Threshold Price and shall not be subject to prorationproration as described below.

Acceptance Procedures. Based on the Reply Discounts Prices and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with the OfferorBorrower, will calculate the lowest purchase price (the “Applicable Threshold Price”) for the such Auction within the Discount Range for the such Auction that will allow Offeror the Borrower to complete the Auction by purchasing prepaying the full Auction Amount (or such lesser amount of Term B Loans (i) for which Offeror the Borrower has received Qualifying Bids or (ii) as defined belowthe Borrower may select (which shall be no less than $5,000,000)), provided that the aggregate principal amount of Term Loans purchased by Offeror in any Auction shall not exceed the Maximum Permitted Auction Amount therefor. The Offeror Borrower shall purchase prepay Term B Loans of the applicable Class from each Term B Lender whose Return Bid is within the Discount Range and contains a Reply Price that is equal to or less than the Applicable Threshold Price (each, a “Qualifying Bid”). All Term B Loans of the applicable Class included in Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid) received at a Reply Price lower than the Applicable Threshold Price will be purchased prepaid at the such applicable Reply Price Prices and shall not be subject to proration.