Common use of Auction Procedures Clause in Contracts

Auction Procedures. This Exhibit C is intended to summarize certain basic terms of the modified Dutch auction (an “Auction”) procedures pursuant to and in accordance with the terms and conditions of Section 2.24 of the Credit Agreement, of which this Exhibit C is a part. It is not intended to be a definitive statement of all of the terms and conditions of an Auction, the definitive terms and conditions for which shall be set forth in the applicable offering document. None of the Administrative Agent, the Auction Manager, or any of their respective affiliates or any officers, directors, employees, agents or attorneys-in-fact of such Persons (together with the Administrative Agent and its affiliates, the “Agent-Related Person”) makes any recommendation pursuant to any offering document as to whether or not any Lender should sell its Term Loans to the Borrower pursuant to any offering documents, nor shall the decision by the Administrative Agent, the Auction Manager or any other Agent-Related Person (or any of their affiliates) in its respective capacity as a Lender to sell its Term Loans to the Borrower be deemed to constitute such a recommendation. Each Lender should make its own decision on whether to sell any of its Term Loans and, if it decides to do so, the principal amount of and price to be sought for such Term Loans. In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each Auction and the relevant offering documents. Capitalized terms not otherwise defined in this Exhibit C have the meanings assigned to them in the Credit Agreement.

Auction Procedures. This Exhibit C Outline is intended to summarize certain basic terms of the modified Dutch auction (an “Auction”) procedures Auction Procedures with respect to Repurchase Offers pursuant to and in accordance with the terms and conditions of Section 2.24 2.15 of the Credit Agreement (the “Credit Agreement”), of which this Exhibit C I is a part. It is not intended to be a definitive statement list of all of the terms and conditions of an Auction, the definitive Auction and all such terms and conditions for which shall be set forth in the applicable offering documentAuction Procedures set for each Auction (the “Offer Documents”). None of the Administrative Agent, the Auction Manager, Manager or other Agent or any of their respective affiliates or any officers, directors, employees, agents or attorneys-in-fact of such Persons (together with the Administrative Agent and its affiliates, the “Agent-Related Person”) Affiliates makes any recommendation pursuant to any offering document the Offer Documents as to whether or not any Lender should sell its Term Loans to the Borrower pursuant to any offering documentsthe Offer Documents (including, nor shall for the decision avoidance of doubt, by the Administrative Agent, participating in the Auction Manager or any other Agent-Related Person (or any of their affiliates) in its respective capacity as a Lender to sell its Lender) or the Borrower should purchase any Term Loans from the Lenders pursuant to the Borrower be deemed to constitute such a recommendationany Auction. Each Lender should make its own decision on as to whether to sell any of its Term Loans and, if it decides to do so, the principal amount of and price to be sought for such Term Loans. In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each this Auction and the relevant offering documentsOffer Documents. Capitalized terms not otherwise defined in this Exhibit C have the meanings assigned to them in the Credit Agreement.

Auction Procedures. This Exhibit C F is intended to summarize certain basic terms of the modified Dutch auction (an “Auction”) procedures pursuant to and in accordance with the terms and conditions of Section 2.24 2.25 of the Credit Agreement, that certain Agreement of which this Exhibit C F is a partpart (as amended, restated, amended and restated, supplemented and otherwise modified from time to time, the “Credit Agreement”). It is not intended to be a definitive statement of all of the terms and conditions of an Auction, the definitive terms and conditions for which shall be set forth in the applicable offering document. None of the Administrative Agent, the Auction Manager, or any of their respective affiliates or any officers, directors, employees, agents or attorneys-in-fact of such Persons (together with the Administrative Agent and its affiliates, the “Agent-Related Person”) makes any recommendation pursuant to any offering document as to whether or not any Lender should sell its Term Loans to the Borrower pursuant to any offering documents, nor shall the decision by the Administrative Agent, the Auction Manager or any other Agent-Related Person (or any of their affiliates) in its respective capacity as a Lender to sell its Term Loans to the Borrower be deemed to constitute such a recommendation. Each Lender should make its own decision on whether to sell any of its Term Loans and, if it decides to do so, the principal amount of and price to be sought for such Term Loans. In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each Auction and the relevant offering documents. Capitalized terms not otherwise defined in this Exhibit C F have the meanings assigned to them in the Credit Agreement.

Auction Procedures. This Exhibit C G is intended to summarize certain basic terms of the modified Dutch auction (an “Auction”) procedures pursuant to and in accordance with the terms and conditions of Section 2.24 2.23 of the that certain Credit Agreement, Agreement of which this Exhibit C G is a partpart (as amended, restated, amended and restated, supplemented and otherwise modified from time to time, the “Credit Agreement”). It is not intended to be a definitive statement of all of the terms and conditions of an Auction, the definitive terms and conditions for which shall be set forth in the applicable offering document. None of the Administrative Agent, the Auction Manager, or any of their respective affiliates or any officers, directors, employees, agents or attorneys-in-fact of such Persons (together with the Administrative Agent and its affiliates, the “Agent-Related Person”) makes any recommendation pursuant to any offering document as to whether or not any Lender should sell its Term Loans to the Lux Borrower pursuant to any offering documents, nor shall the decision by the Administrative Agent, the Auction Manager or any other Agent-Related Person (or any of their affiliates) in its respective capacity as a Lender to sell its Term Loans to the Lux Borrower be deemed to constitute such a recommendation. Each Lender should make its own decision on whether to sell any of its Term Loans and, if it decides to do so, the principal amount of and price to be sought for such Term Loans. In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each Auction and the relevant offering documents. Capitalized terms not otherwise defined in this Exhibit C G have the meanings assigned to them in the Credit Agreement.

Auction Procedures. This Exhibit C outline is intended to summarize certain basic terms of the modified Dutch auction procedures with respect to certain Borrower buy-backs (each, an “Auction”) procedures pursuant to and in accordance with the terms and conditions of Section 2.24 10.06(h) of the Credit Agreement, of Agreement to which this Exhibit C Schedule 10.06(h) is a partattached. It is not intended to be a definitive statement list of all of the terms and conditions of an Auction, the definitive Auction and all such terms and conditions for which shall be set forth in the applicable offering documentauction procedures documentation set for each Auction (the “Offer Documents”). None of the Administrative Agent, Bank of America, N.A. (or, if Bank of America, N.A. declines to act in such capacity, an investment bank of recognized standing selected by the Borrower) (the “Auction Manager, ”) or any of their respective affiliates or any officers, directors, employees, agents or attorneys-in-fact of such Persons (together with the Administrative Agent and its affiliates, the “Agent-Related Person”) Affiliates makes any recommendation pursuant to any offering document the Offer Documents as to whether or not any Term B Lender should sell by assignment any of its Term B Loans pursuant to the Offer Documents (including, for the avoidance of doubt, by participating in the Auction as a Term B Lender) or whether or not the Borrower should purchase by assignment any Term B Loans from any Term B Lender pursuant to any offering documents, nor shall the decision by the Administrative Agent, the Auction Manager or any other Agent-Related Person (or any of their affiliates) in its respective capacity as a Lender to sell its Term Loans to the Borrower be deemed to constitute such a recommendationAuction. Each Term B Lender should make its own decision on as to whether to sell by assignment any of its Term B Loans and, if it decides to do so, the principal amount of and price to be sought for such Term B Loans. In addition, each Term B Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each any Auction and the relevant offering documentsOffer Documents. Capitalized terms used but not otherwise defined in this Exhibit C herein have the meanings assigned to them in the Credit Agreement.

Auction Procedures. This Exhibit C B is intended to summarize certain basic terms of the modified Dutch auction (an “Auction”) procedures pursuant to and in accordance with the terms and conditions of Section 2.24 2.20 of the Credit Agreement, that certain Agreement of which this Exhibit C B is a partpart (as amended, restated, amended and restated, supplemented and otherwise modified from time to time, the “Credit Agreement”). It is not intended to be a definitive statement of all of the terms and conditions of an Auction, the definitive terms and conditions for which shall be set forth in the applicable offering document. None of the Administrative Agent, the Auction Manager, or any of their respective affiliates or any officers, directors, employees, agents or attorneys-in-fact of such Persons (together with the Administrative Agent and its affiliates, the “Agent-Related Person”) makes any recommendation pursuant to any offering document as to whether or not any Lender should sell its Term Loans to any of the Borrower Borrowers pursuant to any offering documents, nor shall the decision by the Administrative Agent, the Auction Manager or any other Agent-Related Person (or any of their affiliates) in its respective capacity as a Lender to sell its Term Loans to any of the Borrower Borrowers be deemed to constitute such a recommendation. Each Lender should make its own decision on whether to sell any of its Term Loans and, if it decides to do so, the principal amount of and price to be sought for such Term Loans. In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each Auction and the relevant offering documents. Capitalized terms not otherwise defined in this Exhibit C B have the meanings assigned to them in the Credit Agreement.

Auction Procedures. This Exhibit C Schedule 2.16 is intended to summarize certain basic terms of the modified reverse Dutch auction (an “Auction”) procedures pursuant to and in accordance with the terms and conditions of Section 2.24 2.16 of the Credit Agreement, of which this Exhibit C Schedule 2.16 is a part. It is not intended to be a definitive statement of all of the terms and conditions of an Auctiona reverse Dutch auction, the definitive terms and conditions for which shall be set forth in the applicable offering document. None of the Administrative Agent, the Auction Manager, or any of their respective affiliates or any officers, directors, employees, agents or attorneys-in-fact of such Persons (together with the Administrative Agent and its affiliates, the “Agent-Related PersonPersons”) makes any recommendation pursuant to any offering document as to whether or not any Lender should sell any of its Term Loans to the any Borrower pursuant to any offering documents, nor shall the decision by the Administrative Agent, the Auction Manager or any other Agent-Related Person (or any of their affiliates) in its respective capacity as a Lender to sell any of its Term Loans to the any Borrower be deemed to constitute such a recommendation. Each Lender should make its own decision on whether to sell any of its Term Loans and, if it decides to do so, the principal amount of and price to be sought for such Term Loans. In addition, each Lender should consult its own attorney, business advisor or and tax advisor as to legal, business, tax and related matters concerning each Auction and the relevant offering documents. Capitalized terms not otherwise defined in this Exhibit C Schedule 2.16 have the meanings assigned to them in the Credit Agreement.

Auction Procedures. This Exhibit C outline is intended to summarize certain basic terms of the any modified Dutch auction in order to purchase Term Loans (each, an “Auction”) procedures ), pursuant to and in accordance with with, the terms and conditions of Section 2.24 15.01(3) of the Credit Agreement, of which this Exhibit C Schedule 8 is a partattached (the “Auction Procedures”). It is not intended to be a definitive statement of all of the terms and conditions of an Auction, the definitive terms and conditions for which shall be set forth in the applicable offering documentauction procedures set for each Auction (the “Offer Documents”). None of the Administrative Agent, the Auction ManagerManager and any other Agent, or any of their respective affiliates or any officersAffiliates, directors, employees, agents or attorneys-in-fact of such Persons (together with the Administrative Agent and its affiliates, the “Agent-Related Person”) makes any recommendation pursuant to any offering document the Offer Documents as to whether or not any Term Loan Lender should sell its Term Loans to the Borrower pursuant to any offering documentsthe Offer Documents, nor shall the decision by the Administrative Agent, the Auction Manager or any other Agent-Related Person Agent (or any of their affiliatesAffiliates) in its respective capacity as a Term Loan Lender to sell its Term Loans to the Borrower be deemed to constitute such a recommendation. Each Term Loan Lender should make its own decision on as to whether to sell any of its Term Loans and, if it decides to do so, the principal amount of of, and price to be sought for for, such Term Loans. In addition, each Term Loan Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each any Auction and the relevant offering documentsOffer Documents. Capitalized terms not otherwise defined in this Exhibit C Schedule have the meanings assigned to them in the Credit Agreement.

Auction Procedures. This Exhibit C 11.1(g) is intended to summarize certain basic terms of the modified Dutch auction (an “Auction”) procedures pursuant to and in accordance with the terms and conditions of Section 2.24 1.14 of the Credit Agreement, of which this Exhibit C 11.1(g) is a part. It is not intended to be a definitive statement of all of the terms and conditions of an Auction, the definitive terms and conditions for which shall be set forth in the applicable offering document. None of the Administrative Agent, the Auction Manager, or any of their respective affiliates or any officers, directors, employees, agents or attorneys-in-fact of such Persons (together with the Administrative Agent and its affiliates, the “Agent-Related PersonPersons”) makes any recommendation pursuant to any offering document as to whether or not any Lender should sell its Term Loans to the Borrower pursuant to any offering documents, nor shall the decision by the Administrative Agent, the Auction Manager or any other Agent-Related Person (or any of their affiliatesAffiliates) in its respective capacity as a Lender to sell its Term Loans to the Borrower be deemed to constitute such a recommendation. Each Lender should make its own decision on whether to sell any of its Term Loans and, if it decides to do so, the principal amount of and price to be sought for such Term Loans. In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each Auction and the relevant offering documents. Capitalized terms not otherwise defined in this Exhibit C 11.1(g) have the meanings assigned to them in the Credit Agreement.

Auction Procedures. This Exhibit C outline is intended to summarize certain basic terms of the any modified Dutch auction in order to purchase Term Loans (each, an “Auction”) procedures ), pursuant to and in accordance with with, the terms and conditions of Section 2.24 15.01(3) of the Credit Agreement, of which this Exhibit C Schedule 10 is a partattached (the “Auction Procedures”). It is not intended to be a definitive statement of all of the terms and conditions of an Auction, the definitive terms and conditions for which shall be set forth in the applicable offering documentauction procedures set for each Auction (the “Offer Documents”). None of the Administrative Agent, the Auction ManagerManager and any other Agent, or any of their respective affiliates or any officersAffiliates, directors, employees, agents or attorneys-in-fact of such Persons (together with the Administrative Agent and its affiliates, the “Agent-Related Person”) makes any recommendation pursuant to any offering document the Offer Documents as to whether or not any Term Loan Lender should sell its Term Loans to the Borrower pursuant to any offering documentsthe Offer Documents, nor shall the decision by the Administrative Agent, the Auction Manager or any other Agent-Related Person Agent (or any of their affiliatesAffiliates) in its respective capacity as a Term Loan Lender to sell its Term Loans to the Borrower be deemed to constitute such a recommendation. Each Term Loan Lender should make its own decision on as to whether to sell any of its Term Loans and, if it decides to do so, the principal amount of of, and price to be sought for for, such Term Loans. In addition, each Term Loan Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each any Auction and the relevant offering documentsOffer Documents. Capitalized terms not otherwise defined in this Exhibit C Schedule have the meanings assigned to them in the Credit Agreement.

Auction Procedures. This Exhibit C is intended to summarize certain basic terms of the modified Dutch auction (an “Auction”) procedures pursuant to and in accordance with the terms and conditions of Section 2.24 of the Credit Agreement, that certain Agreement of which this Exhibit C is a partpart (as amended, restated, amended and restated, supplemented and otherwise modified from time to time, the “Credit Agreement”). It is not intended to be a definitive statement of all of the terms and conditions of an Auction, the definitive terms and conditions for which shall be set forth in the applicable offering document. None of the Administrative Agent, the Auction Manager, Manager or any of their respective affiliates or any officers, directors, employees, agents or attorneys-in-fact of such Persons (together with the Administrative Agent and its affiliates, the “Agent-Related Person”) makes any recommendation pursuant to any offering document as to whether or not any Lender should sell its Term Loans to the applicable Borrower pursuant to any offering documents, nor shall the decision by the Administrative Agent, the Auction Manager or any other Agent-Related Person (or any of their affiliates) in its respective capacity as a Lender to sell its Term Loans to the applicable Borrower be deemed to constitute such a recommendation. Each Lender should make its own decision on whether to sell any of its Term Loans and, if it decides to do so, the principal amount of and price to be sought for such Term Loans. In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each Auction and the relevant offering documents. Capitalized terms not otherwise defined in this Exhibit C have the meanings assigned to them in the Credit Agreement.

Auction Procedures. This Exhibit C L is intended to summarize certain basic terms of the modified Dutch auction (an “Auction”) procedures pursuant to and in accordance with the terms and conditions of Section 2.24 of the Credit Agreement, that certain Agreement of which this Exhibit C L is a partpart (as amended, restated, amended and restated, supplemented and otherwise modified from time to time, the “Credit Agreement”). It is not intended to be a definitive statement of all of the terms and conditions of an Auction, the definitive terms and conditions for which shall be set forth in the applicable offering document. None of the Administrative Agent, the Auction Manager, or any of their respective affiliates or any officers, directors, employees, agents or attorneys-in-fact of such Persons (together with the Administrative Agent and its affiliates, the “Agent-Related Person”) makes any recommendation pursuant to any offering document as to whether or not any Lender should sell its Term Loans to the Borrower Company pursuant to any offering documents, nor shall the decision by the Administrative Agent, the Auction Manager or any other Agent-Related Person (or any of their affiliates) in its respective capacity as a Lender to sell its Term Loans to the Borrower Company be deemed to constitute such a recommendation. Each Lender should make its own decision on whether to sell any of its Term Loans and, if it decides to do so, the principal amount of and price to be sought for such Term Loans. In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each Auction and the relevant offering documents. Capitalized terms not otherwise defined in this Exhibit C L have the meanings assigned to them in the Credit Agreement.

Auction Procedures. This Exhibit C outline is intended to summarize certain basic terms of the modified Dutch auction (an “Auction”) and procedures with respect to Auctions pursuant to and in accordance with the terms and conditions of Section 2.24 10.04(k) of the Credit Agreementcredit agreement, of which this Exhibit C K is a partpart (as amended, modified or supplemented from time to time, the “Credit Agreement”). It is not intended to be a definitive statement list of all of the terms and conditions of an Auction, the definitive Auction and all such terms and conditions for which shall be set forth in the applicable offering documentAuction Procedures set for each Auction (the “Offer Documents”). None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective affiliates or any officers, directors, employees, agents or attorneys-in-fact of such Persons (together with the Administrative Agent and its affiliates, the “Agent-Related Person”) makes any recommendation pursuant to any offering document the Offer Documents as to whether or not any Lender should sell by assignment any of its Term Loans pursuant to the Offer Documents (including, for the avoidance of doubt, by participating in the Auction as a Lender) or whether or not the Borrower or any of its Subsidiaries should purchase by assignment any Term Loans from any Lender pursuant to any offering documents, nor shall the decision by the Administrative Agent, the Auction Manager or any other Agent-Related Person (or any of their affiliates) in its respective capacity as a Lender to sell its Term Loans to the Borrower be deemed to constitute such a recommendationAuction. Each Lender should make its own decision on as to whether to sell by assignment any of its Term Loans and, if it decides to do so, the principal amount of and price to be sought for such Term Loans. In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each any Auction and the relevant offering documentsOffer Documents. Capitalized terms not otherwise defined in this Exhibit C have the meanings assigned to them in the Credit Agreement.