Common use of Auction Process Clause in Contracts

Auction Process. Holdings and the Borrower are permitted to make Auction Permitted Term Loan Purchases in the aggregate up to $50,000,000 of the principal amount of the Term Loans during the term of this Agreement, subject to the following term and conditions: (i) Holdings or the Borrower, as applicable, will notify the Administrative Agent in writing by delivery of an Auction Purchase Notice executed by a duly authorized officer of the Borrower (and the Administrative Agent will deliver the Auction Purchase Notice to the Term Lenders), that Holdings or the Borrower, as applicable, wishes to make an offer to purchase Term Loans in an aggregate principal amount as specified in the Auction Purchase Notice (the “Purchase Amount”), subject to a range or discount to par expressed as a price at which Holdings or the Borrower, as applicable, would consummate an Auction Permitted Term Loan Purchase (the “Offer Price”); provided, that (a) the Auction Purchase Notice shall specify that each Return Bid must be submitted within a period ending on a date that occurs on or before at least one Business Day following that date of such Auction Process Notice and up to a maximum of 5 Business Days (or such longer period of time mutually agreed upon by the Administrative Agent and Borrower and disclosed to the Term Lenders prior to the initiation of a particular Auction Process) following the date of the Auction Purchase Notice (subject to Holdings’ or the Borrower’s option, as applicable, to extend such period in accordance with Section 2(ii) below), (b) the Purchase Amount specified in the Auction Purchase Notice delivered by the Borrower to the Administrative Agent shall not be less than a minimum face amount of $5,000,000, and shall be in minimum incremental amounts of $1,000,000 (provided, that such minimum offer amount may be less than $5,000,000 to the extent such greater amount would be in violation of clause (d) or clause (e) below), (c) no Event of Default shall have occurred and be continuing or would reasonably be expected to result therefrom, (d) after giving effect to such Auction Permitted Term Loan Purchase and all other Auction Permitted Term Loan Purchases to be consummated concurrently or substantially concurrently therewith, the Liquidity shall not be less than $25,000,000, (e) the Purchase Amount of such Auction Permitted Term Loan Purchase, together with the principal amount of all Auction Permitted Term Loans purchased by Holdings or the Borrower prior to such Auction Permitted Term Loan Purchase, shall not exceed $50,000,000, (f) the consideration for such Auction Permitted Term Loan Purchase is not directly or indirectly derived from the proceeds of Revolving Loans, (g) Holdings or the Borrower has given Administrative Agent not less than three Business Days prior written notice that it may initiate an Auction Process and (h) at the time of delivery of the Auction Purchase Notice to the Administrative Agent, Holdings or the Borrower, as applicable, shall certify in writing that (i) in connection with such Auction Permitted Term Loan Purchase, it is not in possession of material non-public information and (ii) the conditions set forth in clauses (c) through (g) have been satisfied; (ii) Holdings or the Borrower shall not be required to initiate the Auction Process with respect to any Auction Permitted Term Loan Purchase; provided, however, that once the Auction Process has been initiated by the delivery of an Auction Purchase Notice, Holdings or the Borrower, as applicable, may not withdraw its Auction Purchase Notice, in whole or in part, or terminate the Auction Process, it being understood that, if the Reply Amounts relating to such Auction Purchase Notice are insufficient to allow Holdings or the Borrower, as applicable, to complete a purchase of the entire Purchase Amount, Holdings or the Borrower, as applicable, may, to the extent permitted hereunder, initiate a new Auction Process by delivering a new Auction Process Notice, at which point the previous Auction Process shall terminate. During each Auction Process, Holdings or the Borrower, as applicable, with the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), upon written notice to be delivered no later than 6 business hours prior to the deadline specified in the Auction Purchase Notice for the submission of Return Bids, may extend one time per Auction Process such deadline up to the last day of, but not to exceed, the maximum length of the auction period permitted pursuant to Section 2(i)(a) above; (iii) Holdings and the Borrower will allow each Term Lender to submit a notice of participation (the “Return Bid”) to the Administrative Agent which shall specify one or more discounts to par expressed as a price (each, a “Reply Price”) (but in no event will the Reply Price(s) for the proposed Auction Permitted Term Loan Purchase be greater than the Offer Price or greater than the highest price of the Offer Price when such price is expressed as a range) and the corresponding principal amount (or amounts as the case may be) of Term Loans at which such Term Lender is willing to permit a purchase of all or a portion of its Term Loans to occur at each such Reply Price, which must be in incremental amounts of $1,000, unless such Term Lender submits a Return Bid equal to such Lender’s entire remaining amount of Term Loans (the “Reply Amount”). In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment Agreement; (iv) based on the Reply Prices and Reply Amounts of the Term Loans as are specified by the Term Lenders, the Administrative Agent in consultation with Holdings and the Borrower, will determine (x) the applicable discount (the “Clearing Price”) for the relevant Auction Permitted Term Loan Purchase which will be either (A) in the event the Reply Amounts relating to such Auction Purchase Notice are sufficient to allow Holdings or the Borrower, as applicable, to complete a purchase of the entire Purchase Amount, the lowest Reply Price at which Holdings or the Borrower, as applicable, can complete the Auction Permitted Term Loan Purchase for the entire Purchase Amount, or (B) in the event that the Reply Amounts relating to such Auction Purchase Notice are insufficient to allow Holdings or the Borrower, as applicable, to complete a purchase of the entire Purchase Amount, the highest Reply Price that is less than or equal to the Offer Price when expressed as a price (or less than or equal to the highest price of the Offer Price when such price is expressed as a range). No later than the fifth Business Day following the date Return Bids are due, Holdings or the Borrower, as applicable, shall purchase Term Loans (or the respective portions thereof) from each Term Lender with one or more Reply Prices that are equal to or less than the Clearing Price (“Qualifying Bids”) at the Clearing Price (such Term Loans being referred to as “Qualifying Loans” and such Term Lenders being referred to as “Qualifying Lenders”); (v) Holdings or the Borrower, as applicable, shall purchase the Qualifying Loans offered by the Qualifying Lenders at the Clearing Price; provided, that if the aggregate principal amount required to purchase the Qualifying Loans would exceed the Purchase Amount, the Purchase Amount will be allocated ratably based on the aggregate principal amounts of all such Qualifying Loans tendered by each such Qualifying Lender. Holdings or the Borrower, as applicable, may increase the Purchase Amount at any time, and from time to time, prior to the third Business Day after the Administrative Agent has initially determined the Clearing Price. If Holdings or the Borrower, as applicable, so elects, the Administrative Agent, in consultation with Holdings or the Borrower, as applicable, shall determine the Clearing Price based on such increased Purchase Amount; (vi) the Auction Permitted Term Loan Purchases, to the extent not otherwise provided herein, shall be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, type of Term Loan, Interest Periods, additional notices by Holdings or the Borrower, as applicable, and determination of the Clearing Price) mutually acceptable to the Administrative Agent and Holdings or the Borrower, as applicable, it being understood that upon consummation of each Auction Permitted Term Loan Purchase, each Term Lender whose Term Loan (or portion thereof) will be purchased in such Auction Permitted Term Loan Purchase will complete the form of Assignment Agreement and deliver the same to the Administrative Agent for execution by Holdings or the Borrower, as applicable; (vii) upon submission by a Qualifying Lender of a Return Bid, such Qualifying Lender will be obligated to sell the entirety or its pro rata portion of the Reply Amount at the Clearing Price; (viii) The Administrative Agent shall waive the payment of the processing and recordation fee referred to in Section 8.05(e) of the Credit Agreement in connection with any Auction Permitted Term Loan Purchase; and (ix) Holdings and the Borrower shall not be permitted to initiate more than 5 Auction Processes without the consent of the Administrative Agent.

Auction Process. Holdings and the Borrower are permitted to make Auction Permitted Term Loan Purchases in the aggregate up to $50,000,000 of the principal amount of the Term Loans during the term of this Agreement, subject to the following term and conditions: (i) Holdings The Bank or its Affiliates may, but shall not be required to, bid at the Borrower, as applicable, will notify the Administrative Agent in writing by delivery of an Auction Purchase Notice executed by a duly authorized officer of the Borrower (Auction. The Collateral Manager and the Administrative Agent will deliver the Auction Purchase Notice to the Term Lenders), that Holdings or the Borrower, as applicable, wishes to make an offer to purchase Term Loans in an aggregate principal amount as specified its Affiliates may bid in the Auction Purchase Notice if the Collateral Manager deems such bidding to be appropriate but is not required to do so. (ii) On the second Business Day prior to the Auction Date (the “Purchase AmountAuction Bid Date”), subject all bids shall be due by facsimile at the offices of the Trustee by 11:00 a.m. New York City time, with the winning bidder or bidders to be notified by 2:00 p.m. New York City time. All bids from Listed Bidders on the List shall be due on the bid sheet contained in the solicitation package. Each bid shall be for the purchase and delivery to one purchaser (a) of all (but not less than all) of the Collateral Interests or (b) of one or more (but not all) of the Collateral Interests. (iii) Unless the Trustee receives (a) at least one bid from a range Listed Bidder to purchase all of the Collateral Interests or discount (b) receives bids from one or more Listed Bidders (to par expressed as a price at purchase one or more (but not all) Collateral Interests) for all Collateral Interests in the aggregate, the Trustee shall decline to consummate the sale. (iv) Subject to clause (iii) above, with the advice of the Collateral Manager, the Trustee shall select the bid or bids which Holdings result in the Highest Auction Price from one or more Listed Bidders (in excess of the Borrower, as applicable, would consummate an specified minimum purchase price). “Highest Auction Permitted Term Loan Purchase (Price” means the “Offer Price”); provided, that higher of (a) the Auction Purchase Notice shall specify that each Return Bid must be submitted within a period ending on a date that occurs on or before at least one Business Day following that date of such Auction Process Notice and up to a maximum of 5 Business Days (or such longer period of time mutually agreed upon highest price bid by the Administrative Agent and Borrower and disclosed to the Term Lenders prior to the initiation of a particular Auction Process) following the date any Listed Bidder for all of the Auction Purchase Notice (subject to Holdings’ Collateral Interests or the Borrower’s option, as applicable, to extend such period in accordance with Section 2(ii) below), (b) the Purchase Amount specified in the Auction Purchase Notice delivered by the Borrower to the Administrative Agent shall not be less than a minimum face amount of $5,000,000, and shall be in minimum incremental amounts of $1,000,000 (provided, that such minimum offer amount may be less than $5,000,000 to the extent such greater amount would be in violation of clause (d) or clause (e) below), (c) no Event of Default shall have occurred and be continuing or would reasonably be expected to result therefrom, (d) after giving effect to such Auction Permitted Term Loan Purchase and all other Auction Permitted Term Loan Purchases to be consummated concurrently or substantially concurrently therewith, the Liquidity shall not be less than $25,000,000, (e) the Purchase Amount of such Auction Permitted Term Loan Purchase, together with the principal amount of all Auction Permitted Term Loans purchased by Holdings or the Borrower prior to such Auction Permitted Term Loan Purchase, shall not exceed $50,000,000, (f) the consideration for such Auction Permitted Term Loan Purchase is not directly or indirectly derived from the proceeds of Revolving Loans, (g) Holdings or the Borrower has given Administrative Agent not less than three Business Days prior written notice that it may initiate an Auction Process and (h) at the time of delivery sum of the Auction Purchase Notice to the Administrative Agent, Holdings or the Borrower, as applicable, shall certify in writing that (i) in connection with such Auction Permitted Term Loan Purchase, it is not in possession of material non-public information and (ii) the conditions set forth in clauses (c) through (g) have been satisfied; (ii) Holdings or the Borrower shall not be required to initiate the Auction Process with respect to any Auction Permitted Term Loan Purchase; provided, however, that once the Auction Process has been initiated highest prices bid by the delivery of an Auction Purchase Notice, Holdings or the Borrower, as applicable, may not withdraw its Auction Purchase Notice, in whole or in part, or terminate the Auction Process, it being understood that, if the Reply Amounts relating to such Auction Purchase Notice are insufficient to allow Holdings or the Borrower, as applicable, to complete a purchase of the entire Purchase Amount, Holdings or the Borrower, as applicable, may, to the extent permitted hereunder, initiate a new Auction Process by delivering a new Auction Process Notice, at which point the previous Auction Process shall terminate. During each Auction Process, Holdings or the Borrower, as applicable, with the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), upon written notice to be delivered no later than 6 business hours prior to the deadline specified in the Auction Purchase Notice for the submission of Return Bids, may extend one time per Auction Process such deadline up to the last day of, but not to exceed, the maximum length of the auction period permitted pursuant to Section 2(i)(a) above; (iii) Holdings and the Borrower will allow each Term Lender to submit a notice of participation (the “Return Bid”) to the Administrative Agent which shall specify one or more discounts to par expressed as a price Listed Bidders (each, a “Reply Price”) for one or more (but in no event will the Reply Price(snot all) Collateral Interests) for all Collateral Interests in the proposed Auction Permitted Term Loan Purchase be greater than the Offer Price or greater than the highest price of the Offer Price when such price is expressed as a range) and the corresponding principal amount (or amounts as the case may be) of Term Loans at which such Term Lender is willing to permit a purchase of all or a portion of its Term Loans to occur at each such Reply Price, which must be in incremental amounts of $1,000, unless such Term Lender submits a Return Bid equal to such Lender’s entire remaining amount of Term Loans (the “Reply Amount”)aggregate. In addition each case, the price bid by a Listed Bidder will be the dollar amount which the Collateral Manager certifies to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment Agreement; (iv) Trustee based on the Reply Prices and Reply Amounts Collateral Manager’s review of the Term Loans as are specified by the Term Lendersbids, the Administrative Agent in consultation with Holdings and the Borrower, will determine (x) the applicable discount (the “Clearing Price”) for the relevant Auction Permitted Term Loan Purchase which will be either (A) in the event the Reply Amounts relating to such Auction Purchase Notice are sufficient to allow Holdings or the Borrower, as applicable, to complete a purchase of the entire Purchase Amount, the lowest Reply Price at which Holdings or the Borrower, as applicable, can complete the Auction Permitted Term Loan Purchase for the entire Purchase Amount, or (B) in the event that the Reply Amounts relating to such Auction Purchase Notice are insufficient to allow Holdings or the Borrower, as applicable, to complete a purchase of the entire Purchase Amount, the highest Reply Price that is less than or equal to the Offer Price when expressed as a price (or less than or equal to the highest price of the Offer Price when such price is expressed as a range). No later than the fifth Business Day following the date Return Bids are due, Holdings or the Borrower, as applicable, shall purchase Term Loans (or the respective portions thereof) from each Term Lender with one or more Reply Prices that are equal to or less than the Clearing Price (“Qualifying Bids”) at the Clearing Price (such Term Loans being referred to as “Qualifying Loans” and such Term Lenders being referred to as “Qualifying Lenders”); (v) Holdings or the Borrower, as applicable, shall purchase the Qualifying Loans offered by the Qualifying Lenders at the Clearing Price; provided, that if the aggregate principal amount required to purchase the Qualifying Loans would exceed the Purchase Amount, the Purchase Amount will be allocated ratably based on the aggregate principal amounts of all such Qualifying Loans tendered by each such Qualifying Lender. Holdings or the Borrower, as applicable, may increase the Purchase Amount at any time, and from time to time, prior to the third Business Day after the Administrative Agent has initially determined the Clearing Price. If Holdings or the Borrower, as applicable, so elects, the Administrative Agent, in consultation with Holdings or the Borrower, as applicable, shall determine the Clearing Price based on such increased Purchase Amount; (vi) the Auction Permitted Term Loan Purchases, to the extent not otherwise provided herein, certification shall be consummated pursuant to procedures (including as to timing, rounding binding and minimum amounts, type of Term Loan, Interest Periods, additional notices by Holdings or the Borrower, as applicable, and determination of the Clearing Price) mutually acceptable to the Administrative Agent and Holdings or the Borrower, as applicable, it being understood that upon consummation of each Auction Permitted Term Loan Purchase, each Term Lender whose Term Loan (or portion thereof) will be purchased in such Auction Permitted Term Loan Purchase will complete the form of Assignment Agreement and deliver the same to the Administrative Agent for execution by Holdings or the Borrower, as applicable; (vii) upon submission by a Qualifying Lender of a Return Bid, such Qualifying Lender will be obligated to sell the entirety or its pro rata portion of the Reply Amount at the Clearing Price; (viii) The Administrative Agent shall waive the payment of the processing and recordation fee referred to in Section 8.05(e) of the Credit Agreement in connection with any Auction Permitted Term Loan Purchase; and (ix) Holdings and the Borrower shall not be permitted to initiate more than 5 Auction Processes without the consent of the Administrative Agentconclusive.

Auction Process. Holdings and the Borrower are permitted to make Auction Permitted Term Loan Purchases in the aggregate up to $50,000,000 of the principal amount of the Term Loans during the term of this Agreement, subject to the following term and conditions: (i) Holdings ▇▇▇▇▇ Fargo Bank, National Association or its Affiliates may, but shall not be required to, bid at the Borrower, as applicable, will notify the Administrative Agent in writing by delivery of an Auction Purchase Notice executed by a duly authorized officer of the Borrower (Auction. The Collateral Manager and the Administrative Agent will deliver the Auction Purchase Notice to the Term Lenders), that Holdings or the Borrower, as applicable, wishes to make an offer to purchase Term Loans in an aggregate principal amount as specified its Affiliates may bid in the Auction Purchase Notice if the Collateral Manager deems such bidding to be appropriate but is not required to do so. (ii) On the Second Business Day prior to the Auction Date (the “Purchase AmountAuction Bid Date”), subject all bids will be due by facsimile at the offices of the Trustee by 11:00 a.m. New York City time, with the winning bidder or bidders to a range be notified by 2:00 p.m. New York City time. All bids from Listed Bidders on the List will be due on the bid sheet contained in the solicitation package. Each bid shall be for the purchase and delivery to one purchaser (i) of all (but not less than all) of the Collateral Debt Securities or discount to par expressed as a price at which Holdings (ii) of one or more (but not all) of the Borrower, as applicable, would consummate an Auction Permitted Term Loan Purchase Collateral Debt Securities. (iii) Unless the “Offer Price”); provided, that Trustee receives (aA) the Auction Purchase Notice shall specify that each Return Bid must be submitted within a period ending on a date that occurs on or before at least one Business Day following that date of such Auction Process Notice and up bid from a Listed Bidder to a maximum of 5 Business Days (or such longer period of time mutually agreed upon by the Administrative Agent and Borrower and disclosed to the Term Lenders prior to the initiation of a particular Auction Process) following the date purchase all of the Auction Purchase Notice Collateral Debt Securities or (subject B) receives bids from one or more Listed Bidders (to Holdings’ purchase one or the Borrower’s option, as applicable, to extend such period in accordance with Section 2(iimore (but not all) below), (bCollateral Debt Securities) the Purchase Amount specified for all Collateral Debt Securities in the Auction Purchase Notice delivered by aggregate, the Borrower Trustee will decline to consummate the Administrative Agent shall not be less than a minimum face amount of $5,000,000, and shall be in minimum incremental amounts of $1,000,000 sale. (provided, that such minimum offer amount may be less than $5,000,000 iv) Subject to the extent such greater amount would be in violation of clause (diii) or clause (e) below)above, (c) no Event with the advice of Default shall have occurred and be continuing or would reasonably be expected to result therefrom, (d) after giving effect to such Auction Permitted Term Loan Purchase and all other Auction Permitted Term Loan Purchases to be consummated concurrently or substantially concurrently therewiththe Collateral Manager, the Liquidity Trustee shall not be less than $25,000,000, select the bid or bids which result in the Highest Auction Price from one or more Listed Bidders (e) the Purchase Amount of such Auction Permitted Term Loan Purchase, together with the principal amount of all Auction Permitted Term Loans purchased by Holdings or the Borrower prior to such Auction Permitted Term Loan Purchase, shall not exceed $50,000,000, (f) the consideration for such Auction Permitted Term Loan Purchase is not directly or indirectly derived from the proceeds of Revolving Loans, (g) Holdings or the Borrower has given Administrative Agent not less than three Business Days prior written notice that it may initiate an Auction Process and (h) at the time of delivery in excess of the specified minimum purchase price). “Highest Auction Purchase Notice to Price” means the Administrative Agent, Holdings or the Borrower, as applicable, shall certify in writing that higher of (i) in connection with such Auction Permitted Term Loan Purchase, it is not in possession the highest price bid by any Listed Bidder for all of material non-public information and the Collateral Debt Securities or (ii) the conditions set forth in clauses (c) through (g) have been satisfied; (ii) Holdings or the Borrower shall not be required to initiate the Auction Process with respect to any Auction Permitted Term Loan Purchase; provided, however, that once the Auction Process has been initiated by the delivery of an Auction Purchase Notice, Holdings or the Borrower, as applicable, may not withdraw its Auction Purchase Notice, in whole or in part, or terminate the Auction Process, it being understood that, if the Reply Amounts relating to such Auction Purchase Notice are insufficient to allow Holdings or the Borrower, as applicable, to complete a purchase sum of the entire Purchase Amount, Holdings or the Borrower, as applicable, may, to the extent permitted hereunder, initiate a new Auction Process highest prices bid by delivering a new Auction Process Notice, at which point the previous Auction Process shall terminate. During each Auction Process, Holdings or the Borrower, as applicable, with the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), upon written notice to be delivered no later than 6 business hours prior to the deadline specified in the Auction Purchase Notice for the submission of Return Bids, may extend one time per Auction Process such deadline up to the last day of, but not to exceed, the maximum length of the auction period permitted pursuant to Section 2(i)(a) above; (iii) Holdings and the Borrower will allow each Term Lender to submit a notice of participation (the “Return Bid”) to the Administrative Agent which shall specify one or more discounts to par expressed as a price Listed Bidders (each, a “Reply Price”) for one or more (but in no event will the Reply Price(snot all) Collateral Debt Securities) for all Collateral Debt Securities in the proposed Auction Permitted Term Loan Purchase be greater than the Offer Price or greater than the highest price of the Offer Price when such price is expressed as a range) and the corresponding principal amount (or amounts as the case may be) of Term Loans at which such Term Lender is willing to permit a purchase of all or a portion of its Term Loans to occur at each such Reply Price, which must be in incremental amounts of $1,000, unless such Term Lender submits a Return Bid equal to such Lender’s entire remaining amount of Term Loans (the “Reply Amount”)aggregate. In addition each case, the price bid by a Listed Bidder will be the dollar amount which the Collateral Manager certifies to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment Agreement; (iv) Trustee based on the Reply Prices and Reply Amounts Collateral Manager’s review of the Term Loans as are specified by the Term Lendersbids, the Administrative Agent in consultation with Holdings and the Borrower, will determine (x) the applicable discount (the “Clearing Price”) for the relevant Auction Permitted Term Loan Purchase which will be either (A) in the event the Reply Amounts relating to such Auction Purchase Notice are sufficient to allow Holdings or the Borrower, as applicable, to complete a purchase of the entire Purchase Amount, the lowest Reply Price at which Holdings or the Borrower, as applicable, can complete the Auction Permitted Term Loan Purchase for the entire Purchase Amount, or (B) in the event that the Reply Amounts relating to such Auction Purchase Notice are insufficient to allow Holdings or the Borrower, as applicable, to complete a purchase of the entire Purchase Amount, the highest Reply Price that is less than or equal to the Offer Price when expressed as a price (or less than or equal to the highest price of the Offer Price when such price is expressed as a range). No later than the fifth Business Day following the date Return Bids are due, Holdings or the Borrower, as applicable, shall purchase Term Loans (or the respective portions thereof) from each Term Lender with one or more Reply Prices that are equal to or less than the Clearing Price (“Qualifying Bids”) at the Clearing Price (such Term Loans being referred to as “Qualifying Loans” and such Term Lenders being referred to as “Qualifying Lenders”); (v) Holdings or the Borrower, as applicable, shall purchase the Qualifying Loans offered by the Qualifying Lenders at the Clearing Price; provided, that if the aggregate principal amount required to purchase the Qualifying Loans would exceed the Purchase Amount, the Purchase Amount will be allocated ratably based on the aggregate principal amounts of all such Qualifying Loans tendered by each such Qualifying Lender. Holdings or the Borrower, as applicable, may increase the Purchase Amount at any time, and from time to time, prior to the third Business Day after the Administrative Agent has initially determined the Clearing Price. If Holdings or the Borrower, as applicable, so elects, the Administrative Agent, in consultation with Holdings or the Borrower, as applicable, shall determine the Clearing Price based on such increased Purchase Amount; (vi) the Auction Permitted Term Loan Purchases, to the extent not otherwise provided herein, certification shall be consummated pursuant to procedures (including as to timing, rounding binding and minimum amounts, type of Term Loan, Interest Periods, additional notices by Holdings or the Borrower, as applicable, and determination of the Clearing Price) mutually acceptable to the Administrative Agent and Holdings or the Borrower, as applicable, it being understood that upon consummation of each Auction Permitted Term Loan Purchase, each Term Lender whose Term Loan (or portion thereof) will be purchased in such Auction Permitted Term Loan Purchase will complete the form of Assignment Agreement and deliver the same to the Administrative Agent for execution by Holdings or the Borrower, as applicable; (vii) upon submission by a Qualifying Lender of a Return Bid, such Qualifying Lender will be obligated to sell the entirety or its pro rata portion of the Reply Amount at the Clearing Price; (viii) The Administrative Agent shall waive the payment of the processing and recordation fee referred to in Section 8.05(e) of the Credit Agreement in connection with any Auction Permitted Term Loan Purchase; and (ix) Holdings and the Borrower shall not be permitted to initiate more than 5 Auction Processes without the consent of the Administrative Agentconclusive.

Auction Process. Holdings and the Borrower are permitted to make Auction Permitted Term Loan Purchases in the aggregate up to $50,000,000 of the principal amount of the Term Loans during the term of this Agreement, subject to the following term and conditions: (i) Holdings The Bank or its Affiliates may, but shall not be required to, bid at the Borrower, as applicable, will notify the Administrative Agent in writing by delivery of an Auction Purchase Notice executed by a duly authorized officer of the Borrower (Auction. The Collateral Manager and the Administrative Agent will deliver the Auction Purchase Notice to the Term Lenders), that Holdings or the Borrower, as applicable, wishes to make an offer to purchase Term Loans in an aggregate principal amount as specified its Affiliates may bid in the Auction Purchase Notice if the Collateral Manager deems such bidding to be appropriate but is not required to do so. (ii) On the second Business Day prior to the Auction Date (the “Purchase AmountAuction Bid Date”), subject all bids will be due by facsimile at the offices of the Trustee by 11:00 a.m. New York City time, with the winning bidder or bidders to a range be notified by 2:00 p.m. New York City time. All bids from Listed Bidders on the List will be due on the bid sheet contained in the solicitation package. Each bid shall be for the purchase and delivery to one purchaser (i) of all (but not less than all) of the Collateral Obligations or discount to par expressed as a price at which Holdings (ii) of one or more (but not all) of the Borrower, as applicable, would consummate an Auction Permitted Term Loan Purchase Collateral Obligations. (iii) Unless the “Offer Price”); provided, that Trustee receives (aA) the Auction Purchase Notice shall specify that each Return Bid must be submitted within a period ending on a date that occurs on or before at least one Business Day following that date of such Auction Process Notice and up bid from a Listed Bidder to a maximum of 5 Business Days (or such longer period of time mutually agreed upon by the Administrative Agent and Borrower and disclosed to the Term Lenders prior to the initiation of a particular Auction Process) following the date purchase all of the Auction Purchase Notice Collateral Obligations or (subject B) receives bids from one or more Listed Bidders (to Holdings’ purchase one or the Borrower’s option, as applicable, to extend such period in accordance with Section 2(iimore (but not all) below), (bCollateral Obligations) the Purchase Amount specified for all Collateral Obligations in the Auction Purchase Notice delivered by aggregate, the Borrower Trustee will decline to consummate the Administrative Agent shall not be less than a minimum face amount of $5,000,000, and shall be in minimum incremental amounts of $1,000,000 sale. (provided, that such minimum offer amount may be less than $5,000,000 iv) Subject to the extent such greater amount would be in violation of clause (diii) or clause (e) below)above, (c) no Event with the advice of Default shall have occurred and be continuing or would reasonably be expected to result therefrom, (d) after giving effect to such Auction Permitted Term Loan Purchase and all other Auction Permitted Term Loan Purchases to be consummated concurrently or substantially concurrently therewiththe Collateral Manager, the Liquidity Trustee shall not be less than $25,000,000, select the bid or bids which result in the Highest Auction Price from one or more Listed Bidders (e) the Purchase Amount of such Auction Permitted Term Loan Purchase, together with the principal amount of all Auction Permitted Term Loans purchased by Holdings or the Borrower prior to such Auction Permitted Term Loan Purchase, shall not exceed $50,000,000, (f) the consideration for such Auction Permitted Term Loan Purchase is not directly or indirectly derived from the proceeds of Revolving Loans, (g) Holdings or the Borrower has given Administrative Agent not less than three Business Days prior written notice that it may initiate an Auction Process and (h) at the time of delivery in excess of the specified minimum purchase price). “Highest Auction Purchase Notice to Price” means the Administrative Agent, Holdings or the Borrower, as applicable, shall certify in writing that higher of (i) in connection with such Auction Permitted Term Loan Purchase, it is not in possession the highest price bid by any Listed Bidder for all of material non-public information and the Collateral Obligations or (ii) the conditions set forth in clauses (c) through (g) have been satisfied; (ii) Holdings or the Borrower shall not be required to initiate the Auction Process with respect to any Auction Permitted Term Loan Purchase; provided, however, that once the Auction Process has been initiated by the delivery of an Auction Purchase Notice, Holdings or the Borrower, as applicable, may not withdraw its Auction Purchase Notice, in whole or in part, or terminate the Auction Process, it being understood that, if the Reply Amounts relating to such Auction Purchase Notice are insufficient to allow Holdings or the Borrower, as applicable, to complete a purchase sum of the entire Purchase Amount, Holdings or the Borrower, as applicable, may, to the extent permitted hereunder, initiate a new Auction Process highest prices bid by delivering a new Auction Process Notice, at which point the previous Auction Process shall terminate. During each Auction Process, Holdings or the Borrower, as applicable, with the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), upon written notice to be delivered no later than 6 business hours prior to the deadline specified in the Auction Purchase Notice for the submission of Return Bids, may extend one time per Auction Process such deadline up to the last day of, but not to exceed, the maximum length of the auction period permitted pursuant to Section 2(i)(a) above; (iii) Holdings and the Borrower will allow each Term Lender to submit a notice of participation (the “Return Bid”) to the Administrative Agent which shall specify one or more discounts to par expressed as a price Listed Bidders (each, a “Reply Price”) for one or more (but in no event will the Reply Price(snot all) Collateral Obligations) for all Collateral Obligations in the proposed Auction Permitted Term Loan Purchase be greater than the Offer Price or greater than the highest price of the Offer Price when such price is expressed as a range) and the corresponding principal amount (or amounts as the case may be) of Term Loans at which such Term Lender is willing to permit a purchase of all or a portion of its Term Loans to occur at each such Reply Price, which must be in incremental amounts of $1,000, unless such Term Lender submits a Return Bid equal to such Lender’s entire remaining amount of Term Loans (the “Reply Amount”)aggregate. In addition each case, the price bid by a Listed Bidder will be the dollar amount which the Collateral Manager certifies to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment Agreement; (iv) Trustee based on the Reply Prices and Reply Amounts Collateral Manager’s review of the Term Loans as are specified by the Term Lendersbids, the Administrative Agent in consultation with Holdings and the Borrower, will determine (x) the applicable discount (the “Clearing Price”) for the relevant Auction Permitted Term Loan Purchase which will be either (A) in the event the Reply Amounts relating to such Auction Purchase Notice are sufficient to allow Holdings or the Borrower, as applicable, to complete a purchase of the entire Purchase Amount, the lowest Reply Price at which Holdings or the Borrower, as applicable, can complete the Auction Permitted Term Loan Purchase for the entire Purchase Amount, or (B) in the event that the Reply Amounts relating to such Auction Purchase Notice are insufficient to allow Holdings or the Borrower, as applicable, to complete a purchase of the entire Purchase Amount, the highest Reply Price that is less than or equal to the Offer Price when expressed as a price (or less than or equal to the highest price of the Offer Price when such price is expressed as a range). No later than the fifth Business Day following the date Return Bids are due, Holdings or the Borrower, as applicable, shall purchase Term Loans (or the respective portions thereof) from each Term Lender with one or more Reply Prices that are equal to or less than the Clearing Price (“Qualifying Bids”) at the Clearing Price (such Term Loans being referred to as “Qualifying Loans” and such Term Lenders being referred to as “Qualifying Lenders”); (v) Holdings or the Borrower, as applicable, shall purchase the Qualifying Loans offered by the Qualifying Lenders at the Clearing Price; provided, that if the aggregate principal amount required to purchase the Qualifying Loans would exceed the Purchase Amount, the Purchase Amount will be allocated ratably based on the aggregate principal amounts of all such Qualifying Loans tendered by each such Qualifying Lender. Holdings or the Borrower, as applicable, may increase the Purchase Amount at any time, and from time to time, prior to the third Business Day after the Administrative Agent has initially determined the Clearing Price. If Holdings or the Borrower, as applicable, so elects, the Administrative Agent, in consultation with Holdings or the Borrower, as applicable, shall determine the Clearing Price based on such increased Purchase Amount; (vi) the Auction Permitted Term Loan Purchases, to the extent not otherwise provided herein, certification shall be consummated pursuant to procedures (including as to timing, rounding binding and minimum amounts, type of Term Loan, Interest Periods, additional notices by Holdings or the Borrower, as applicable, and determination of the Clearing Price) mutually acceptable to the Administrative Agent and Holdings or the Borrower, as applicable, it being understood that upon consummation of each Auction Permitted Term Loan Purchase, each Term Lender whose Term Loan (or portion thereof) will be purchased in such Auction Permitted Term Loan Purchase will complete the form of Assignment Agreement and deliver the same to the Administrative Agent for execution by Holdings or the Borrower, as applicable; (vii) upon submission by a Qualifying Lender of a Return Bid, such Qualifying Lender will be obligated to sell the entirety or its pro rata portion of the Reply Amount at the Clearing Price; (viii) The Administrative Agent shall waive the payment of the processing and recordation fee referred to in Section 8.05(e) of the Credit Agreement in connection with any Auction Permitted Term Loan Purchase; and (ix) Holdings and the Borrower shall not be permitted to initiate more than 5 Auction Processes without the consent of the Administrative Agentconclusive.

Auction Process. Holdings (a) The auction room will be open only for the Registered Bidders who have paid the Caution Money and such Registered Bidders may enter the auction room using the URL ▇▇▇▇://▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇. (b) The Auction Window will be opened soon, and the Borrower are permitted to make Auction Permitted Term Loan Purchases in details shall be uploaded on the aggregate up to $50,000,000 of the principal amount of the Term Loans during webpage mentioned above. (c) During the term of this Agreementthe Auction Window remaining open, subject a Registered Bidder may place bids in multiples of Rs.25000 (Rupees Twenty Five Thousand Only). (d) Whilst the Winning Bidder will be awarded no more than one (1) vehicle, the Registered Bidders may place unlimited bids during the Auction Window on the platform in bid increments of INR. 25,000 (Rupees Twenty Five Thousand)over and above the Reserve Price set by M&M i.e the Registered Bidder may place bids during the Auction Window in multiples of INR 25,000/- (Rupees Twenty Five Thousand) only. (e) M&M, at its sole discretion may either reduce or increase the bid increment limits from INR 25,000(Rupees Twenty Five Thousand) at any time during the Auction Window without notice to the following term Registered Bidders. (f) The bids for the vehicle may be placed by a Registered bidder till the closing time of the Auction Window. (g) You agree to be aware that, M&M has placed a reserve price (a minimum selling price for the vehicle on auction which hereinafter is referred to as the “Reserve Price”) on the vehicle being auctioned. The Reserve Price on the vehicle throughout the Auction Window will be INR 25,00,000 (Indian Rupees Twenty Five Lakhs Only). Bids may only be placed by the Registered Bidders over and conditions:above the Reserve Price. (h) A Registered Bidder may put in unlimited bids for the vehicle over and above the Reserve Price. (i) Holdings or Periodic SMS related to status of the Borrowerbids will be sent to the Registered Bidders participating in the auction. (j) Subject to these terms and conditions, as applicablethe Registered Bidder, whose bid has, met and exceeded the Reserve Price and has placed the highest bid at the end of the Auction Window, which will be announced soon, will notify be Winning Bid and the Administrative Agent Registered Bidder with the Winning Bid will be adjudged as the Winning Bidder by M&M. Subject to the terms and conditions appearing under the Mahindra XUV400 User Agreement, on conclusion of the bidding process the Winning Bidder's bid shall form a contract for sale between the Winning Bidder and M&M, which unless otherwise specified in writing by delivery of an Auction Purchase Notice executed by a duly authorized officer of the Borrower (and the Administrative Agent will deliver the Auction Purchase Notice to the Term Lenders), that Holdings or the Borrower, as applicable, wishes to make an offer to purchase Term Loans in an aggregate principal amount as specified in the Auction Purchase Notice (the “Purchase Amount”), subject to a range or discount to par expressed as a price at which Holdings or the Borrower, as applicable, would consummate an Auction Permitted Term Loan Purchase (the “Offer Price”); provided, that (a) the Auction Purchase Notice shall specify that each Return Bid must be submitted within a period ending on a date that occurs on or before at least one Business Day following that date of such Auction Process Notice and up to a maximum of 5 Business Days (or such longer period of time mutually agreed upon by the Administrative Agent and Borrower and disclosed to the Term Lenders prior to the initiation of a particular Auction Process) following the date of the Auction Purchase Notice (subject to Holdings’ or the Borrower’s option, as applicable, to extend such period in accordance with Section 2(ii) below), (b) the Purchase Amount specified in the Auction Purchase Notice delivered by the Borrower to the Administrative Agent shall not be less than a minimum face amount of $5,000,000, and shall be in minimum incremental amounts of $1,000,000 (provided, that such minimum offer amount may be less than $5,000,000 to the extent such greater amount would be in violation of clause (d) or clause (e) below), (c) no Event of Default shall have occurred and be continuing or would reasonably be expected to result therefrom, (d) after giving effect to such Auction Permitted Term Loan Purchase and all other Auction Permitted Term Loan Purchases to be consummated concurrently or substantially concurrently therewith, the Liquidity shall not be less than $25,000,000, (e) the Purchase Amount of such Auction Permitted Term Loan Purchase, together with the principal amount of all Auction Permitted Term Loans purchased by Holdings or the Borrower prior to such Auction Permitted Term Loan PurchaseM&M, shall not exceed $50,000,000, (f) the consideration for such Auction Permitted Term Loan Purchase is not directly or indirectly derived from the proceeds of Revolving Loans, (g) Holdings or the Borrower has given Administrative Agent not less than three Business Days prior written notice that it may initiate an Auction Process incorporate these terms and (h) at the time of delivery of the Auction Purchase Notice to the Administrative Agent, Holdings or the Borrower, as applicable, shall certify in writing that (i) in connection with such Auction Permitted Term Loan Purchase, it is not in possession of material non-public information and (ii) the conditions set forth in clauses (c) through (g) have been satisfied; (ii) Holdings or the Borrower shall not be required to initiate the Auction Process with respect to any Auction Permitted Term Loan Purchase; provided, however, that once the Auction Process has been initiated by the delivery of an Auction Purchase Notice, Holdings or the Borrower, as applicable, may not withdraw its Auction Purchase Notice, in whole or in part, or terminate the Auction Process, it being understood that, if the Reply Amounts relating to such Auction Purchase Notice are insufficient to allow Holdings or the Borrower, as applicable, to complete a purchase of the entire Purchase Amount, Holdings or the Borrower, as applicable, may, to the extent permitted hereunder, initiate a new Auction Process by delivering a new Auction Process Notice, at which point the previous Auction Process shall terminate. During each Auction Process, Holdings or the Borrower, as applicable, with the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), upon written notice to be delivered no later than 6 business hours prior to the deadline specified in the Auction Purchase Notice for the submission of Return Bids, may extend one time per Auction Process such deadline up to the last day of, but not to exceed, the maximum length of the auction period permitted pursuant to Section 2(i)(a) above; (iii) Holdings and the Borrower will allow each Term Lender to submit a notice of participation (the “Return Bid”) to the Administrative Agent which shall specify one or more discounts to par expressed as a price (each, a “Reply Price”) (but in no event will the Reply Price(s) for the proposed Auction Permitted Term Loan Purchase be greater than the Offer Price or greater than the highest price of the Offer Price when such price is expressed as a range) and the corresponding principal amount (or amounts as the case may be) of Term Loans at which such Term Lender is willing to permit a purchase of all or a portion of its Term Loans to occur at each such Reply Price, which must be in incremental amounts of $1,000, unless such Term Lender submits a Return Bid equal to such Lender’s entire remaining amount of Term Loans (the “Reply Amount”). In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment Agreement; (iv) based on the Reply Prices and Reply Amounts of the Term Loans as are specified by the Term Lenders, the Administrative Agent in consultation with Holdings and the Borrower, will determine (x) the applicable discount (the “Clearing Price”) for the relevant Auction Permitted Term Loan Purchase which will be either (A) in the event the Reply Amounts relating to such Auction Purchase Notice are sufficient to allow Holdings or the Borrower, as applicable, to complete a purchase of the entire Purchase Amount, the lowest Reply Price at which Holdings or the Borrower, as applicable, can complete the Auction Permitted Term Loan Purchase for the entire Purchase Amount, or (B) in the event that the Reply Amounts relating to such Auction Purchase Notice are insufficient to allow Holdings or the Borrower, as applicable, to complete a purchase of the entire Purchase Amount, the highest Reply Price that is less than or equal to the Offer Price when expressed as a price (or less than or equal to the highest price of the Offer Price when such price is expressed as a range). No later than the fifth Business Day following the date Return Bids are due, Holdings or the Borrower, as applicable, shall purchase Term Loans (or the respective portions thereof) from each Term Lender with one or more Reply Prices that are equal to or less than the Clearing Price (“Qualifying Bids”) at the Clearing Price (such Term Loans being referred to as “Qualifying Loans” and such Term Lenders being referred to as “Qualifying Lenders”); (v) Holdings or the Borrower, as applicable, shall purchase the Qualifying Loans offered by the Qualifying Lenders at the Clearing Price; provided, that if the aggregate principal amount required to purchase the Qualifying Loans would exceed the Purchase Amount, the Purchase Amount will be allocated ratably based on the aggregate principal amounts of all such Qualifying Loans tendered by each such Qualifying Lender. Holdings or the Borrower, as applicable, may increase the Purchase Amount at any time, and from time to time, prior to the third Business Day after the Administrative Agent has initially determined the Clearing Price. If Holdings or the Borrower, as applicable, so elects, the Administrative Agent, in consultation with Holdings or the Borrower, as applicable, shall determine the Clearing Price based on such increased Purchase Amount; (vi) the Auction Permitted Term Loan Purchases, to the extent not otherwise provided herein, shall be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, type of Term Loan, Interest Periods, additional notices by Holdings or the Borrower, as applicable, and determination of the Clearing Price) mutually acceptable to the Administrative Agent and Holdings or the Borrower, as applicable, it being understood that upon consummation of each Auction Permitted Term Loan Purchase, each Term Lender whose Term Loan (or portion thereof) will be purchased in such Auction Permitted Term Loan Purchase will complete the form of Assignment Agreement and deliver the same to the Administrative Agent for execution by Holdings or the Borrower, as applicable; (vii) upon submission by a Qualifying Lender of a Return Bid, such Qualifying Lender will be obligated to sell the entirety or its pro rata portion of the Reply Amount at the Clearing Price; (viii) The Administrative Agent shall waive the payment of the processing and recordation fee referred to in Section 8.05(e) of the Credit Agreement in connection with any Auction Permitted Term Loan Purchase; and (ix) Holdings and the Borrower shall not be permitted to initiate more than 5 Auction Processes without the consent of the Administrative Agentconditions.

Auction Process. Holdings and the Borrower are permitted to make Auction Permitted Term Loan Purchases in the aggregate up to $50,000,000 of the principal amount of the Term Loans during the term of this Agreement, subject to the following term and conditions: (i) Holdings ▇▇▇▇▇ Fargo Bank, National Association or its Affiliates may, but shall not be required to, bid at the Borrower, as applicable, will notify the Administrative Agent in writing by delivery of an Auction Purchase Notice executed by a duly authorized officer of the Borrower (Auction. The Collateral Manager and the Administrative Agent will deliver the Auction Purchase Notice to the Term Lenders), that Holdings or the Borrower, as applicable, wishes to make an offer to purchase Term Loans in an aggregate principal amount as specified its Affiliates may bid in the Auction Purchase Notice if the Collateral Manager deems such bidding to be appropriate but is not required to do so. (ii) On the second Business Day prior to the Auction Date (the “Purchase AmountAuction Bid Date”), subject all bids will be due by facsimile at the offices of the Trustee by 11:00 a.m. New York City time, with the winning bidder or bidders to a range be notified by 2:00 p.m. New York City time. All bids from Listed Bidders on the List will be due on the bid sheet contained in the solicitation package. Each bid shall be for the purchase and delivery to one purchaser (i) of all (but not less than all) of the Collateral Debt Securities or discount to par expressed as a price at which Holdings (ii) of one or more (but not all) of the Borrower, as applicable, would consummate an Auction Permitted Term Loan Purchase Collateral Debt Securities. (iii) Unless the “Offer Price”); provided, that Trustee receives (aA) the Auction Purchase Notice shall specify that each Return Bid must be submitted within a period ending on a date that occurs on or before at least one Business Day following that date of such Auction Process Notice and up bid from a Listed Bidder to a maximum of 5 Business Days (or such longer period of time mutually agreed upon by the Administrative Agent and Borrower and disclosed to the Term Lenders prior to the initiation of a particular Auction Process) following the date purchase all of the Auction Purchase Notice Collateral Debt Securities or (subject B) receives bids from one or more Listed Bidders (to Holdings’ purchase one or the Borrower’s option, as applicable, to extend such period in accordance with Section 2(iimore (but not all) below), (bCollateral Debt Securities) the Purchase Amount specified for all Collateral Debt Securities in the Auction Purchase Notice delivered by aggregate, the Borrower Trustee will decline to consummate the Administrative Agent shall not be less than a minimum face amount of $5,000,000, and shall be in minimum incremental amounts of $1,000,000 sale. (provided, that such minimum offer amount may be less than $5,000,000 iv) Subject to the extent such greater amount would be in violation of clause (diii) or clause (e) below)above, (c) no Event with the advice of Default shall have occurred and be continuing or would reasonably be expected to result therefrom, (d) after giving effect to such Auction Permitted Term Loan Purchase and all other Auction Permitted Term Loan Purchases to be consummated concurrently or substantially concurrently therewiththe Collateral Manager, the Liquidity Trustee shall not be less than $25,000,000, select the bid or bids which result in the Highest Auction Price from one or more Listed Bidders (e) the Purchase Amount of such Auction Permitted Term Loan Purchase, together with the principal amount of all Auction Permitted Term Loans purchased by Holdings or the Borrower prior to such Auction Permitted Term Loan Purchase, shall not exceed $50,000,000, (f) the consideration for such Auction Permitted Term Loan Purchase is not directly or indirectly derived from the proceeds of Revolving Loans, (g) Holdings or the Borrower has given Administrative Agent not less than three Business Days prior written notice that it may initiate an Auction Process and (h) at the time of delivery in excess of the specified minimum purchase price). “Highest Auction Purchase Notice to Price” means the Administrative Agent, Holdings or the Borrower, as applicable, shall certify in writing that higher of (i) in connection with such Auction Permitted Term Loan Purchase, it is not in possession the highest price bid by any Listed Bidder for all of material non-public information and the Collateral Debt Securities or (ii) the conditions set forth in clauses (c) through (g) have been satisfied; (ii) Holdings or the Borrower shall not be required to initiate the Auction Process with respect to any Auction Permitted Term Loan Purchase; provided, however, that once the Auction Process has been initiated by the delivery of an Auction Purchase Notice, Holdings or the Borrower, as applicable, may not withdraw its Auction Purchase Notice, in whole or in part, or terminate the Auction Process, it being understood that, if the Reply Amounts relating to such Auction Purchase Notice are insufficient to allow Holdings or the Borrower, as applicable, to complete a purchase sum of the entire Purchase Amount, Holdings or the Borrower, as applicable, may, to the extent permitted hereunder, initiate a new Auction Process highest prices bid by delivering a new Auction Process Notice, at which point the previous Auction Process shall terminate. During each Auction Process, Holdings or the Borrower, as applicable, with the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), upon written notice to be delivered no later than 6 business hours prior to the deadline specified in the Auction Purchase Notice for the submission of Return Bids, may extend one time per Auction Process such deadline up to the last day of, but not to exceed, the maximum length of the auction period permitted pursuant to Section 2(i)(a) above; (iii) Holdings and the Borrower will allow each Term Lender to submit a notice of participation (the “Return Bid”) to the Administrative Agent which shall specify one or more discounts to par expressed as a price Listed Bidders (each, a “Reply Price”) for one or more (but in no event will the Reply Price(snot all) Collateral Debt Securities) for all Collateral Debt Securities in the proposed Auction Permitted Term Loan Purchase be greater than the Offer Price or greater than the highest price of the Offer Price when such price is expressed as a range) and the corresponding principal amount (or amounts as the case may be) of Term Loans at which such Term Lender is willing to permit a purchase of all or a portion of its Term Loans to occur at each such Reply Price, which must be in incremental amounts of $1,000, unless such Term Lender submits a Return Bid equal to such Lender’s entire remaining amount of Term Loans (the “Reply Amount”)aggregate. In addition each case, the price bid by a Listed Bidder will be the dollar amount which the Collateral Manager certifies to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment Agreement; (iv) Trustee based on the Reply Prices and Reply Amounts Collateral Manager’s review of the Term Loans as are specified by the Term Lendersbids, the Administrative Agent in consultation with Holdings and the Borrower, will determine (x) the applicable discount (the “Clearing Price”) for the relevant Auction Permitted Term Loan Purchase which will be either (A) in the event the Reply Amounts relating to such Auction Purchase Notice are sufficient to allow Holdings or the Borrower, as applicable, to complete a purchase of the entire Purchase Amount, the lowest Reply Price at which Holdings or the Borrower, as applicable, can complete the Auction Permitted Term Loan Purchase for the entire Purchase Amount, or (B) in the event that the Reply Amounts relating to such Auction Purchase Notice are insufficient to allow Holdings or the Borrower, as applicable, to complete a purchase of the entire Purchase Amount, the highest Reply Price that is less than or equal to the Offer Price when expressed as a price (or less than or equal to the highest price of the Offer Price when such price is expressed as a range). No later than the fifth Business Day following the date Return Bids are due, Holdings or the Borrower, as applicable, shall purchase Term Loans (or the respective portions thereof) from each Term Lender with one or more Reply Prices that are equal to or less than the Clearing Price (“Qualifying Bids”) at the Clearing Price (such Term Loans being referred to as “Qualifying Loans” and such Term Lenders being referred to as “Qualifying Lenders”); (v) Holdings or the Borrower, as applicable, shall purchase the Qualifying Loans offered by the Qualifying Lenders at the Clearing Price; provided, that if the aggregate principal amount required to purchase the Qualifying Loans would exceed the Purchase Amount, the Purchase Amount will be allocated ratably based on the aggregate principal amounts of all such Qualifying Loans tendered by each such Qualifying Lender. Holdings or the Borrower, as applicable, may increase the Purchase Amount at any time, and from time to time, prior to the third Business Day after the Administrative Agent has initially determined the Clearing Price. If Holdings or the Borrower, as applicable, so elects, the Administrative Agent, in consultation with Holdings or the Borrower, as applicable, shall determine the Clearing Price based on such increased Purchase Amount; (vi) the Auction Permitted Term Loan Purchases, to the extent not otherwise provided herein, certification shall be consummated pursuant to procedures (including as to timing, rounding binding and minimum amounts, type of Term Loan, Interest Periods, additional notices by Holdings or the Borrower, as applicable, and determination of the Clearing Price) mutually acceptable to the Administrative Agent and Holdings or the Borrower, as applicable, it being understood that upon consummation of each Auction Permitted Term Loan Purchase, each Term Lender whose Term Loan (or portion thereof) will be purchased in such Auction Permitted Term Loan Purchase will complete the form of Assignment Agreement and deliver the same to the Administrative Agent for execution by Holdings or the Borrower, as applicable; (vii) upon submission by a Qualifying Lender of a Return Bid, such Qualifying Lender will be obligated to sell the entirety or its pro rata portion of the Reply Amount at the Clearing Price; (viii) The Administrative Agent shall waive the payment of the processing and recordation fee referred to in Section 8.05(e) of the Credit Agreement in connection with any Auction Permitted Term Loan Purchase; and (ix) Holdings and the Borrower shall not be permitted to initiate more than 5 Auction Processes without the consent of the Administrative Agentconclusive.

Auction Process. Holdings (a) The auction room will be open only for the Registered Bidders who have paid the Caution Money and such Registered Bidders may enter the Borrower are permitted to make auction room using the URL ▇▇▇▇://▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇. (b) The Auction Permitted Term Loan Purchases in the aggregate up to $50,000,000 of the principal amount of the Term Loans during Window opens on 26th January 2023 at 11:00AM IST and closes on 31st January 2023 at 11:59 PM IST. (c) During the term of this Agreementthe Auction Window remaining open, subject a Registered Bidder may place bids in multiples of Rs.25000 (Rupees Twenty Five Thousand Only). (d) Whilst the Winning Bidder will be awarded no more than one (1) vehicle, the Registered Bidders may place unlimited bids during the Auction Window on the platform in bid increments of INR. 25,000 (Rupees Twenty Five Thousand)over and above the Reserve Price set by M&M i.e the Registered Bidder may place bids during the Auction Window in multiples of INR 25,000/- (Rupees Twenty Five Thousand) only. (e) M&M, at its sole discretion may either reduce or increase the bid increment limits from INR 25,000(Rupees Twenty Five Thousand) at any time during the Auction Window without notice to the following term Registered Bidders. (f) The bids for the vehicle may be placed by a Registered bidder till the closing time of the Auction Window. (g) You agree to be aware that, M&M has placed a reserve price (a minimum selling price for the vehicle on auction which hereinafter is referred to as the “Reserve Price”) on the vehicle being auctioned. The Reserve Price on the vehicle throughout the Auction Window will be INR 25,00,000 (Indian Rupees Twenty Five Lakhs Only). Bids may only be placed by the Registered Bidders over and conditions:above the Reserve Price. (h) A Registered Bidder may put in unlimited bids for the vehicle over and above the Reserve Price. (i) Holdings or Periodic SMS related to status of the Borrowerbids will be sent to the Registered Bidders participating in the auction. (j) Subject to these terms and conditions, the Registered Bidder, whose bid has, met and exceeded the Reserve Price and has placed the highest bid at the end of the Auction Window i.e. 31st January 2023 11:59 PM IST will be Winning Bid and the Registered Bidder with the Winning Bid will be adjudged as applicablethe Winning Bidder by M&M. Subject to the terms and conditions appearing under the Mahindra XUV400 User Agreement, will notify on conclusion of the Administrative Agent bidding process the Winning Bidder's bid shall form a contract for sale between the Winning Bidder and M&M, which unless otherwise specified in writing by delivery of an Auction Purchase Notice executed by a duly authorized officer of the Borrower (and the Administrative Agent will deliver the Auction Purchase Notice to the Term Lenders), that Holdings or the Borrower, as applicable, wishes to make an offer to purchase Term Loans in an aggregate principal amount as specified in the Auction Purchase Notice (the “Purchase Amount”), subject to a range or discount to par expressed as a price at which Holdings or the Borrower, as applicable, would consummate an Auction Permitted Term Loan Purchase (the “Offer Price”); provided, that (a) the Auction Purchase Notice shall specify that each Return Bid must be submitted within a period ending on a date that occurs on or before at least one Business Day following that date of such Auction Process Notice and up to a maximum of 5 Business Days (or such longer period of time mutually agreed upon by the Administrative Agent and Borrower and disclosed to the Term Lenders prior to the initiation of a particular Auction Process) following the date of the Auction Purchase Notice (subject to Holdings’ or the Borrower’s option, as applicable, to extend such period in accordance with Section 2(ii) below), (b) the Purchase Amount specified in the Auction Purchase Notice delivered by the Borrower to the Administrative Agent shall not be less than a minimum face amount of $5,000,000, and shall be in minimum incremental amounts of $1,000,000 (provided, that such minimum offer amount may be less than $5,000,000 to the extent such greater amount would be in violation of clause (d) or clause (e) below), (c) no Event of Default shall have occurred and be continuing or would reasonably be expected to result therefrom, (d) after giving effect to such Auction Permitted Term Loan Purchase and all other Auction Permitted Term Loan Purchases to be consummated concurrently or substantially concurrently therewith, the Liquidity shall not be less than $25,000,000, (e) the Purchase Amount of such Auction Permitted Term Loan Purchase, together with the principal amount of all Auction Permitted Term Loans purchased by Holdings or the Borrower prior to such Auction Permitted Term Loan PurchaseM&M, shall not exceed $50,000,000, (f) the consideration for such Auction Permitted Term Loan Purchase is not directly or indirectly derived from the proceeds of Revolving Loans, (g) Holdings or the Borrower has given Administrative Agent not less than three Business Days prior written notice that it may initiate an Auction Process incorporate these terms and (h) at the time of delivery of the Auction Purchase Notice to the Administrative Agent, Holdings or the Borrower, as applicable, shall certify in writing that (i) in connection with such Auction Permitted Term Loan Purchase, it is not in possession of material non-public information and (ii) the conditions set forth in clauses (c) through (g) have been satisfied; (ii) Holdings or the Borrower shall not be required to initiate the Auction Process with respect to any Auction Permitted Term Loan Purchase; provided, however, that once the Auction Process has been initiated by the delivery of an Auction Purchase Notice, Holdings or the Borrower, as applicable, may not withdraw its Auction Purchase Notice, in whole or in part, or terminate the Auction Process, it being understood that, if the Reply Amounts relating to such Auction Purchase Notice are insufficient to allow Holdings or the Borrower, as applicable, to complete a purchase of the entire Purchase Amount, Holdings or the Borrower, as applicable, may, to the extent permitted hereunder, initiate a new Auction Process by delivering a new Auction Process Notice, at which point the previous Auction Process shall terminate. During each Auction Process, Holdings or the Borrower, as applicable, with the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), upon written notice to be delivered no later than 6 business hours prior to the deadline specified in the Auction Purchase Notice for the submission of Return Bids, may extend one time per Auction Process such deadline up to the last day of, but not to exceed, the maximum length of the auction period permitted pursuant to Section 2(i)(a) above; (iii) Holdings and the Borrower will allow each Term Lender to submit a notice of participation (the “Return Bid”) to the Administrative Agent which shall specify one or more discounts to par expressed as a price (each, a “Reply Price”) (but in no event will the Reply Price(s) for the proposed Auction Permitted Term Loan Purchase be greater than the Offer Price or greater than the highest price of the Offer Price when such price is expressed as a range) and the corresponding principal amount (or amounts as the case may be) of Term Loans at which such Term Lender is willing to permit a purchase of all or a portion of its Term Loans to occur at each such Reply Price, which must be in incremental amounts of $1,000, unless such Term Lender submits a Return Bid equal to such Lender’s entire remaining amount of Term Loans (the “Reply Amount”). In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment Agreement; (iv) based on the Reply Prices and Reply Amounts of the Term Loans as are specified by the Term Lenders, the Administrative Agent in consultation with Holdings and the Borrower, will determine (x) the applicable discount (the “Clearing Price”) for the relevant Auction Permitted Term Loan Purchase which will be either (A) in the event the Reply Amounts relating to such Auction Purchase Notice are sufficient to allow Holdings or the Borrower, as applicable, to complete a purchase of the entire Purchase Amount, the lowest Reply Price at which Holdings or the Borrower, as applicable, can complete the Auction Permitted Term Loan Purchase for the entire Purchase Amount, or (B) in the event that the Reply Amounts relating to such Auction Purchase Notice are insufficient to allow Holdings or the Borrower, as applicable, to complete a purchase of the entire Purchase Amount, the highest Reply Price that is less than or equal to the Offer Price when expressed as a price (or less than or equal to the highest price of the Offer Price when such price is expressed as a range). No later than the fifth Business Day following the date Return Bids are due, Holdings or the Borrower, as applicable, shall purchase Term Loans (or the respective portions thereof) from each Term Lender with one or more Reply Prices that are equal to or less than the Clearing Price (“Qualifying Bids”) at the Clearing Price (such Term Loans being referred to as “Qualifying Loans” and such Term Lenders being referred to as “Qualifying Lenders”); (v) Holdings or the Borrower, as applicable, shall purchase the Qualifying Loans offered by the Qualifying Lenders at the Clearing Price; provided, that if the aggregate principal amount required to purchase the Qualifying Loans would exceed the Purchase Amount, the Purchase Amount will be allocated ratably based on the aggregate principal amounts of all such Qualifying Loans tendered by each such Qualifying Lender. Holdings or the Borrower, as applicable, may increase the Purchase Amount at any time, and from time to time, prior to the third Business Day after the Administrative Agent has initially determined the Clearing Price. If Holdings or the Borrower, as applicable, so elects, the Administrative Agent, in consultation with Holdings or the Borrower, as applicable, shall determine the Clearing Price based on such increased Purchase Amount; (vi) the Auction Permitted Term Loan Purchases, to the extent not otherwise provided herein, shall be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, type of Term Loan, Interest Periods, additional notices by Holdings or the Borrower, as applicable, and determination of the Clearing Price) mutually acceptable to the Administrative Agent and Holdings or the Borrower, as applicable, it being understood that upon consummation of each Auction Permitted Term Loan Purchase, each Term Lender whose Term Loan (or portion thereof) will be purchased in such Auction Permitted Term Loan Purchase will complete the form of Assignment Agreement and deliver the same to the Administrative Agent for execution by Holdings or the Borrower, as applicable; (vii) upon submission by a Qualifying Lender of a Return Bid, such Qualifying Lender will be obligated to sell the entirety or its pro rata portion of the Reply Amount at the Clearing Price; (viii) The Administrative Agent shall waive the payment of the processing and recordation fee referred to in Section 8.05(e) of the Credit Agreement in connection with any Auction Permitted Term Loan Purchase; and (ix) Holdings and the Borrower shall not be permitted to initiate more than 5 Auction Processes without the consent of the Administrative Agentconditions.

Auction Process. Holdings and the Borrower are permitted to make Auction Permitted Term Loan Purchases in the aggregate up to $50,000,000 of the principal amount of the Term Loans during the term of this Agreement, subject to the following term and conditions: (i) Holdings LaSalle Bank National Association or its Affiliates may, but shall not be required to, bid at the Borrower, as applicable, will notify the Administrative Agent in writing by delivery of an Auction Purchase Notice executed by a duly authorized officer of the Borrower (Auction. The Collateral Manager and the Administrative Agent will deliver the Auction Purchase Notice to the Term Lenders), that Holdings or the Borrower, as applicable, wishes to make an offer to purchase Term Loans in an aggregate principal amount as specified its Affiliates may bid in the Auction Purchase Notice if the Collateral Manager deems such bidding to be appropriate but is not required to do so. (ii) On the Second Business Day prior to the Auction Date (the “Purchase AmountAuction Bid Date”), subject all bids will be due by facsimile at the offices of the Trustee by 11:00 a.m. New York City time, with the winning bidder or bidders to a range be notified by 2:00 p.m. New York City time. All bids from Listed Bidders on the List will be due on the bid sheet contained in the solicitation package. Each bid shall be for the purchase and delivery to one purchaser (i) of all (but not less than all) of the Collateral Debt Securities or discount to par expressed as a price at which Holdings (ii) of one or more (but not all) of the Borrower, as applicable, would consummate an Auction Permitted Term Loan Purchase Collateral Debt Securities. (iii) Unless the “Offer Price”); provided, that Trustee receives (aA) the Auction Purchase Notice shall specify that each Return Bid must be submitted within a period ending on a date that occurs on or before at least one Business Day following that date of such Auction Process Notice and up bid from a Listed Bidder to a maximum of 5 Business Days (or such longer period of time mutually agreed upon by the Administrative Agent and Borrower and disclosed to the Term Lenders prior to the initiation of a particular Auction Process) following the date purchase all of the Auction Purchase Notice Collateral Debt Securities or (subject B) receives bids from one or more Listed Bidders (to Holdings’ purchase one or the Borrower’s option, as applicable, to extend such period in accordance with Section 2(iimore (but not all) below), (bCollateral Debt Securities) the Purchase Amount specified for all Collateral Debt Securities in the Auction Purchase Notice delivered by aggregate, the Borrower Trustee will decline to consummate the Administrative Agent shall not be less than a minimum face amount of $5,000,000, and shall be in minimum incremental amounts of $1,000,000 sale. (provided, that such minimum offer amount may be less than $5,000,000 iv) Subject to the extent such greater amount would be in violation of clause (diii) or clause (e) below)above, (c) no Event with the advice of Default shall have occurred and be continuing or would reasonably be expected to result therefrom, (d) after giving effect to such Auction Permitted Term Loan Purchase and all other Auction Permitted Term Loan Purchases to be consummated concurrently or substantially concurrently therewiththe Collateral Manager, the Liquidity Trustee shall not be less than $25,000,000, select the bid or bids which result in the Highest Auction Price from one or more Listed Bidders (e) the Purchase Amount of such Auction Permitted Term Loan Purchase, together with the principal amount of all Auction Permitted Term Loans purchased by Holdings or the Borrower prior to such Auction Permitted Term Loan Purchase, shall not exceed $50,000,000, (f) the consideration for such Auction Permitted Term Loan Purchase is not directly or indirectly derived from the proceeds of Revolving Loans, (g) Holdings or the Borrower has given Administrative Agent not less than three Business Days prior written notice that it may initiate an Auction Process and (h) at the time of delivery in excess of the specified minimum purchase price). “Highest Auction Purchase Notice to Price” means the Administrative Agent, Holdings or the Borrower, as applicable, shall certify in writing that higher of (i) in connection with such Auction Permitted Term Loan Purchase, it is not in possession the highest price bid by any Listed Bidder for all of material non-public information and the Collateral Debt Securities or (ii) the conditions set forth in clauses (c) through (g) have been satisfied; (ii) Holdings or the Borrower shall not be required to initiate the Auction Process with respect to any Auction Permitted Term Loan Purchase; provided, however, that once the Auction Process has been initiated by the delivery of an Auction Purchase Notice, Holdings or the Borrower, as applicable, may not withdraw its Auction Purchase Notice, in whole or in part, or terminate the Auction Process, it being understood that, if the Reply Amounts relating to such Auction Purchase Notice are insufficient to allow Holdings or the Borrower, as applicable, to complete a purchase sum of the entire Purchase Amount, Holdings or the Borrower, as applicable, may, to the extent permitted hereunder, initiate a new Auction Process highest prices bid by delivering a new Auction Process Notice, at which point the previous Auction Process shall terminate. During each Auction Process, Holdings or the Borrower, as applicable, with the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), upon written notice to be delivered no later than 6 business hours prior to the deadline specified in the Auction Purchase Notice for the submission of Return Bids, may extend one time per Auction Process such deadline up to the last day of, but not to exceed, the maximum length of the auction period permitted pursuant to Section 2(i)(a) above; (iii) Holdings and the Borrower will allow each Term Lender to submit a notice of participation (the “Return Bid”) to the Administrative Agent which shall specify one or more discounts to par expressed as a price Listed Bidders (each, a “Reply Price”) for one or more (but in no event will the Reply Price(snot all) Collateral Debt Securities) for all Collateral Debt Securities in the proposed Auction Permitted Term Loan Purchase be greater than the Offer Price or greater than the highest price of the Offer Price when such price is expressed as a range) and the corresponding principal amount (or amounts as the case may be) of Term Loans at which such Term Lender is willing to permit a purchase of all or a portion of its Term Loans to occur at each such Reply Price, which must be in incremental amounts of $1,000, unless such Term Lender submits a Return Bid equal to such Lender’s entire remaining amount of Term Loans (the “Reply Amount”)aggregate. In addition each case, the price bid by a Listed Bidder will be the dollar amount which the Collateral Manager certifies to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment Agreement; (iv) Trustee based on the Reply Prices and Reply Amounts Collateral Manager’s review of the Term Loans as are specified by the Term Lendersbids, the Administrative Agent in consultation with Holdings and the Borrower, will determine (x) the applicable discount (the “Clearing Price”) for the relevant Auction Permitted Term Loan Purchase which will be either (A) in the event the Reply Amounts relating to such Auction Purchase Notice are sufficient to allow Holdings or the Borrower, as applicable, to complete a purchase of the entire Purchase Amount, the lowest Reply Price at which Holdings or the Borrower, as applicable, can complete the Auction Permitted Term Loan Purchase for the entire Purchase Amount, or (B) in the event that the Reply Amounts relating to such Auction Purchase Notice are insufficient to allow Holdings or the Borrower, as applicable, to complete a purchase of the entire Purchase Amount, the highest Reply Price that is less than or equal to the Offer Price when expressed as a price (or less than or equal to the highest price of the Offer Price when such price is expressed as a range). No later than the fifth Business Day following the date Return Bids are due, Holdings or the Borrower, as applicable, shall purchase Term Loans (or the respective portions thereof) from each Term Lender with one or more Reply Prices that are equal to or less than the Clearing Price (“Qualifying Bids”) at the Clearing Price (such Term Loans being referred to as “Qualifying Loans” and such Term Lenders being referred to as “Qualifying Lenders”); (v) Holdings or the Borrower, as applicable, shall purchase the Qualifying Loans offered by the Qualifying Lenders at the Clearing Price; provided, that if the aggregate principal amount required to purchase the Qualifying Loans would exceed the Purchase Amount, the Purchase Amount will be allocated ratably based on the aggregate principal amounts of all such Qualifying Loans tendered by each such Qualifying Lender. Holdings or the Borrower, as applicable, may increase the Purchase Amount at any time, and from time to time, prior to the third Business Day after the Administrative Agent has initially determined the Clearing Price. If Holdings or the Borrower, as applicable, so elects, the Administrative Agent, in consultation with Holdings or the Borrower, as applicable, shall determine the Clearing Price based on such increased Purchase Amount; (vi) the Auction Permitted Term Loan Purchases, to the extent not otherwise provided herein, certification shall be consummated pursuant to procedures (including as to timing, rounding binding and minimum amounts, type of Term Loan, Interest Periods, additional notices by Holdings or the Borrower, as applicable, and determination of the Clearing Price) mutually acceptable to the Administrative Agent and Holdings or the Borrower, as applicable, it being understood that upon consummation of each Auction Permitted Term Loan Purchase, each Term Lender whose Term Loan (or portion thereof) will be purchased in such Auction Permitted Term Loan Purchase will complete the form of Assignment Agreement and deliver the same to the Administrative Agent for execution by Holdings or the Borrower, as applicable; (vii) upon submission by a Qualifying Lender of a Return Bid, such Qualifying Lender will be obligated to sell the entirety or its pro rata portion of the Reply Amount at the Clearing Price; (viii) The Administrative Agent shall waive the payment of the processing and recordation fee referred to in Section 8.05(e) of the Credit Agreement in connection with any Auction Permitted Term Loan Purchase; and (ix) Holdings and the Borrower shall not be permitted to initiate more than 5 Auction Processes without the consent of the Administrative Agentconclusive.

Auction Process. Holdings and the Borrower are permitted to make Auction Permitted Term Loan Purchases in the aggregate up to $50,000,000 of the principal amount of the Term Loans during the term of this Agreement, subject to the following term and conditions: (i) Holdings ▇▇▇▇▇ Fargo Bank, National Association or its Affiliates may, but shall not be required to, bid at the Borrower, as applicable, will notify the Administrative Agent in writing by delivery of an Auction Purchase Notice executed by a duly authorized officer of the Borrower (Auction. The Collateral Manager and the Administrative Agent will deliver the Auction Purchase Notice to the Term Lenders), that Holdings or the Borrower, as applicable, wishes to make an offer to purchase Term Loans in an aggregate principal amount as specified its Affiliates may bid in the Auction Purchase Notice (if the “Purchase Amount”), subject to a range or discount to par expressed as a price at which Holdings or the Borrower, as applicable, would consummate an Auction Permitted Term Loan Purchase (the “Offer Price”); provided, that (a) the Auction Purchase Notice shall specify that each Return Bid must be submitted within a period ending on a date that occurs on or before at least one Business Day following that date of Collateral Manager deems such Auction Process Notice and up to a maximum of 5 Business Days (or such longer period of time mutually agreed upon by the Administrative Agent and Borrower and disclosed to the Term Lenders prior to the initiation of a particular Auction Process) following the date of the Auction Purchase Notice (subject to Holdings’ or the Borrower’s option, as applicable, to extend such period in accordance with Section 2(ii) below), (b) the Purchase Amount specified in the Auction Purchase Notice delivered by the Borrower to the Administrative Agent shall not be less than a minimum face amount of $5,000,000, and shall be in minimum incremental amounts of $1,000,000 (provided, that such minimum offer amount may be less than $5,000,000 to the extent such greater amount would be in violation of clause (d) or clause (e) below), (c) no Event of Default shall have occurred and be continuing or would reasonably be expected to result therefrom, (d) after giving effect to such Auction Permitted Term Loan Purchase and all other Auction Permitted Term Loan Purchases bidding to be consummated concurrently or substantially concurrently therewith, the Liquidity shall not be less than $25,000,000, (e) the Purchase Amount of such Auction Permitted Term Loan Purchase, together with the principal amount of all Auction Permitted Term Loans purchased by Holdings or the Borrower prior to such Auction Permitted Term Loan Purchase, shall not exceed $50,000,000, (f) the consideration for such Auction Permitted Term Loan Purchase appropriate but is not directly or indirectly derived from the proceeds of Revolving Loans, (g) Holdings or the Borrower has given Administrative Agent not less than three Business Days prior written notice that it may initiate an Auction Process and (h) at the time of delivery of the Auction Purchase Notice required to the Administrative Agent, Holdings or the Borrower, as applicable, shall certify in writing that (i) in connection with such Auction Permitted Term Loan Purchase, it is not in possession of material non-public information and (ii) the conditions set forth in clauses (c) through (g) have been satisfied;do so. (ii) Holdings or On the Borrower shall not be required second Business Day prior to initiate the Auction Process with respect to any Date (the "Auction Permitted Term Loan Purchase; providedBid Date"), however, that once all bids will be due by facsimile at the Auction Process has been initiated by the delivery of an Auction Purchase Notice, Holdings or the Borrower, as applicable, may not withdraw its Auction Purchase Notice, in whole or in part, or terminate the Auction Process, it being understood that, if the Reply Amounts relating to such Auction Purchase Notice are insufficient to allow Holdings or the Borrower, as applicable, to complete a purchase offices of the entire Purchase Amount, Holdings or the Borrower, as applicable, may, to the extent permitted hereunder, initiate a new Auction Process Trustee by delivering a new Auction Process Notice, at which point the previous Auction Process shall terminate. During each Auction Process, Holdings or the Borrower, as applicable11:00 a.m. New York City time, with the consent of Administrative Agent (such consent not winning bidder or bidders to be unreasonably withheld or delayed), upon written notice to notified by 2:00 p.m. New York City time. All bids from Listed Bidders on the List will be delivered no later than 6 business hours prior to due on the deadline specified bid sheet contained in the Auction Purchase Notice solicitation package. Each bid shall be for the submission purchase and delivery to one purchaser (A) of Return Bids, may extend one time per Auction Process such deadline up to the last day of, all (but not to exceed, the maximum length less than all) of the auction period permitted pursuant to Section 2(i)(aCollateral Debt Securities or (B) above;of one or more (but not all) of the Collateral Debt Securities. (iii) Holdings and Unless the Borrower will allow each Term Lender Trustee receives (A) at least one bid from a Listed Bidder to submit a notice purchase all of participation the Collateral Debt Securities or (the “Return Bid”B) to the Administrative Agent which shall specify receives bids from one or more discounts Listed Bidders (to par expressed as a price (each, a “Reply Price”) purchase one or more (but in no event will the Reply Price(snot all) Collateral Debt Securities) for all Collateral Debt Securities in the proposed Auction Permitted Term Loan Purchase be greater than the Offer Price or greater than the highest price of the Offer Price when such price is expressed as a range) and the corresponding principal amount (or amounts as the case may be) of Term Loans at which such Term Lender is willing to permit a purchase of all or a portion of its Term Loans to occur at each such Reply Price, which must be in incremental amounts of $1,000, unless such Term Lender submits a Return Bid equal to such Lender’s entire remaining amount of Term Loans (the “Reply Amount”). In addition to the Return Bidaggregate, the participating Term Lender must execute and deliver, Trustee will decline to be held in escrow by consummate the Administrative Agent, an Assignment Agreement;sale. (iv) based on Subject to clause (iii) above, with the Reply Prices and Reply Amounts advice of the Term Loans as are specified by the Term LendersCollateral Manager, the Administrative Agent Trustee shall select the bid or bids which result in consultation with Holdings and the Borrower, will determine Highest Auction Price from one or more Listed Bidders (x) in excess of the applicable discount (specified minimum purchase price). "Highest Auction Price" means the “Clearing Price”) for the relevant Auction Permitted Term Loan Purchase which will be either higher of (A) in the event the Reply Amounts relating to such Auction Purchase Notice are sufficient to allow Holdings or the Borrower, as applicable, to complete a purchase highest price bid by any Listed Bidder for all of the entire Purchase Amount, the lowest Reply Price at which Holdings or the Borrower, as applicable, can complete the Auction Permitted Term Loan Purchase for the entire Purchase Amount, Collateral Debt Securities or (B) in the event that the Reply Amounts relating to such Auction Purchase Notice are insufficient to allow Holdings or the Borrower, as applicable, to complete a purchase sum of the entire Purchase Amount, the highest Reply Price that is less than or equal to the Offer Price when expressed as a price (or less than or equal to the highest price of the Offer Price when such price is expressed as a range). No later than the fifth Business Day following the date Return Bids are due, Holdings or the Borrower, as applicable, shall purchase Term Loans (or the respective portions thereof) from each Term Lender with prices bid by one or more Reply Prices that are equal to Listed Bidders (for one or less than more (but not all) Collateral Debt Securities) for all Collateral Debt Securities in the Clearing Price (“Qualifying Bids”) at the Clearing Price (such Term Loans being referred to as “Qualifying Loans” and such Term Lenders being referred to as “Qualifying Lenders”); (v) Holdings or the Borrower, as applicable, shall purchase the Qualifying Loans offered by the Qualifying Lenders at the Clearing Price; provided, that if the aggregate principal amount required to purchase the Qualifying Loans would exceed the Purchase Amountaggregate. In each case, the Purchase Amount price bid by a Listed Bidder will be allocated ratably the dollar amount which the Collateral Manager certifies to the Trustee based on the aggregate principal amounts Collateral Manager's review of all such Qualifying Loans tendered by each such Qualifying Lender. Holdings or the Borrowerbids, as applicable, may increase the Purchase Amount at any time, and from time to time, prior to the third Business Day after the Administrative Agent has initially determined the Clearing Price. If Holdings or the Borrower, as applicable, so elects, the Administrative Agent, in consultation with Holdings or the Borrower, as applicable, shall determine the Clearing Price based on such increased Purchase Amount; (vi) the Auction Permitted Term Loan Purchases, to the extent not otherwise provided herein, which certification shall be consummated pursuant to procedures (including as to timing, rounding binding and minimum amounts, type of Term Loan, Interest Periods, additional notices by Holdings or the Borrower, as applicable, and determination of the Clearing Price) mutually acceptable to the Administrative Agent and Holdings or the Borrower, as applicable, it being understood that upon consummation of each Auction Permitted Term Loan Purchase, each Term Lender whose Term Loan (or portion thereof) will be purchased in such Auction Permitted Term Loan Purchase will complete the form of Assignment Agreement and deliver the same to the Administrative Agent for execution by Holdings or the Borrower, as applicable; (vii) upon submission by a Qualifying Lender of a Return Bid, such Qualifying Lender will be obligated to sell the entirety or its pro rata portion of the Reply Amount at the Clearing Price; (viii) The Administrative Agent shall waive the payment of the processing and recordation fee referred to in Section 8.05(e) of the Credit Agreement in connection with any Auction Permitted Term Loan Purchase; and (ix) Holdings and the Borrower shall not be permitted to initiate more than 5 Auction Processes without the consent of the Administrative Agentconclusive.