Common use of Reply Procedures Clause in Contracts

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Eligible Auction Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide and, if it elects to do so (any such participating Eligible Auction Lender, a “Participating Lender”), shall provide, prior to the Auction Agent Expiration Time, the auction manager with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to and substance prepared by the Auction Agent, Borrower and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion percentage of such par principal amount of Term Loans) Loans of the relevant Class expressed in percentages (the “Reply PriceDiscount”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term LoansLoans of the relevant Class, which must be in whole increments of $1,000,000 (or500,000, in any case, that such lesser amount of such Term Loans of such Eligible Auction Lender then outstanding or which is otherwise reasonably acceptable willing to the Auction Agent) offer for sale at its Reply Discount (the “Reply Amount”). An Eligible Auction Lender may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to such Eligible Auction Lender’s entire remaining amount of such Term Loans. Eligible Auction Lenders may only submit one Return Bid per Auction, Auction but each Return Bid may contain up to three bids bids, only one of which may can result in a Qualifying BidBid (as defined below). In addition to the Return Bid, the participating each Participating Lender must execute and deliver, to be irrevocable during the pendency of the Auction and held in escrow by the Auction Agentauction manager, an Assignment assignment agreement pursuant to which such Participating Lender shall make the representations and Assumption agreements substantially consistent with the dollar amount terms of the Term Loans Section 2.11(i)(C). Any Eligible Auction Lender that fails to be assigned submit a Return Bid at or prior to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date Expiration Time shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term LoansAuction.

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding the relevant Term Loans subject wishing to such Auction may, in its sole discretion, participate in such Dutch Auction and may shall, prior to the Expiration Time, provide the Auction Agent Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) to be included in the Offer Documents, which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion per $1,000 of such Term Loans) Loans (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a the principal amount of such Term Loans, which must be in whole increments of an amount not less than $1,000,000 (or1,000,000, in any case, such lesser amount of that such Term Loans of such Loan Lender then outstanding or which is otherwise reasonably acceptable willing to the Auction Agent) offer for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals the entire amount of the Term Loans held by such Term Loan Lender at such time. Lenders A Term Loan Lender may only submit one Return Bid per Dutch Auction, but each Return Bid may contain up to three bids only one component bids, each of which may result in a separate Qualifying Bid (as defined below) and each of which will not be contingent on any other component bid submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, the a participating Term Loan Lender must execute and deliver, to be held in escrow by the Auction AgentManager, an assignment and acceptance in the form included in the Offer Documents which shall be in form and substance reasonably satisfactory to the Auction Manager and the Administrative Agent (the “Auction Assignment and Assumption with the dollar amount Acceptance”). The Borrowers will not purchase any Term Loans at a price that is outside of the Term Loans to applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be assigned to be left considered in blank, which amount shall be completed by any calculation of the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause Applicable Threshold Price (c) as defined below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans).

Reply Procedures. In connection with any Dutch Auction, each Lender holding the relevant Term Loans that are the subject of such Dutch Auction wishing to such Auction may, in its sole discretion, participate in such Dutch Auction and may shall, prior to the Expiration Time, provide the Auction Agent Manager with a notice of participation (the “Return Bid”, to be included in the Offer Documents) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion per $1,000 of such Term Loans) Loans (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a the principal amount of such Term Loans, which must be in whole increments of an amount not less than $1,000,000 (or1,000,000, in any case, such lesser amount of such Term Loans of that such Lender then outstanding or which is otherwise reasonably acceptable willing to the Auction Agent) offer for sale at its Reply Price (the “Reply Amount”); provided, that each Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount comprises the entire amount of the Term Loans held by such Lender at such time. Lenders A Lender may only submit one Return Bid per Dutch Auction, but each Return Bid may contain up to three bids only one component bids, each of which may result in a separate Qualifying Bid (as defined below) and each of which will not be contingent on any other component bid submitted by such Lender resulting in a Qualifying Bid. In addition to the Return Bid, the a participating Lender must execute and deliver, to be held in escrow by the Auction AgentManager, an assignment and acceptance in the form included in the Offer Documents which shall be in form and substance reasonably satisfactory to the Auction Manager and the Administrative Agent (the “Auction Assignment and Assumption with the dollar amount Acceptance”). The Offeror will not purchase any Term Loans at a price that is outside of the Term Loans to applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be assigned to be left considered in blank, which amount shall be completed by any calculation of the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause Applicable Threshold Price (c) as defined below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans).

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent (but in no such event shall the amount be in excess of the principal amount of Term Loans such Lender has indicated it is willing to sell) in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any AuctionAuction Purchase Offer, each Lender holding the relevant of Term Loans subject of the applicable Class wishing to such Auction may, in its sole discretion, participate in such Auction and may Purchase Offer shall, prior to the Expiration Time, provide the Auction Agent Manager with a notice of participation participation, in the form included in the applicable offering document (the each, a “Return Bid”) ), which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion (in increments of such $25) per $1,000 in principal amount of Term Loans) Loans of the applicable Class (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a the principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of the applicable Class, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) offers for sale at its Reply Price (the “Reply Amount”). A Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount comprises the entire amount of the Term Loans of the applicable Class held by such Lender. Lenders may only submit one Return Bid per AuctionAuction Purchase Offer, but each Return Bid may contain up to three bids only one component bids, each of which may result in a separate Qualifying Bid (as defined below) and each of which will not be contingent on any other component bid submitted by such Lender resulting in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction AgentManager, an Affiliated Lender Assignment and Assumption with the dollar amount Assumption. No Purchasing Borrower Party will purchase any Term Loans at a price that is outside of the Term Loans to applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be assigned to be left considered in blank, which amount shall be completed by any calculation of the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause Applicable Discounted Price (c) as defined below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans).

Reply Procedures. In connection with any Auction, each Eligible Auction Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide and, if it elects to do so (any such participating Eligible Auction Lender, a “Participating Lender”), shall provide, prior to the Auction Agent Expiration Time, the auction manager with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to and substance prepared by the Auction Agent, Borrower and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all percentage of par principal amount of Loans or any portion Commitments of such Term Loans) the relevant Class expressed in percentages (the “Reply PriceDiscount”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term LoansLoans or Commitments of the relevant Class, which must be in whole increments of $1,000,000 (or500,000, in any case, that such lesser amount of such Term Loans of such Eligible Auction Lender then outstanding or which is otherwise reasonably acceptable willing to the Auction Agent) offer for sale at its Reply Discount (the “Reply Amount”). An Eligible Auction Lender may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to such Eligible Auction Lender’s entire remaining amount of such Loans or Commitments. Eligible Auction Lenders may only submit one Return Bid per Auction, Auction but each Return Bid may contain up to three bids bids, only one of which may can result in a Qualifying BidBid (as defined below). In addition to the Return Bid, the participating each Participating Lender must execute and deliver, to be irrevocable during the pendency of the Auction and held in escrow by the Auction Agentauction manager, an Assignment assignment agreement pursuant to which such Participating Lender shall make the representations and Assumption agreements substantially consistent with the dollar amount terms of the Term Loans Section 2.11(i)(C). Any Eligible Auction Lender that fails to be assigned submit a Return Bid at or prior to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date Expiration Time shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term LoansAuction.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject wishing to such Auction may, in its sole discretion, participate in such Auction and may shall, prior to the Expiration Time, provide the Auction Agent Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”, to be included in the Offer Documents) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion per $1,000 of such Term Loans) Loans (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a the principal amount of such Term Loans, which must be in whole increments of an amount not less than $1,000,000 (or1,000,000, in any case, such lesser amount of such Term Loans of that such Lender then outstanding or which is otherwise reasonably acceptable willing to the Auction Agent) offer for sale at its Reply Price (the “Reply Amount”); provided, that each Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount comprises the entire amount of the Term Loans held by such Lender at such time. Lenders A Lender may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one component bids, each of which may result in a separate Qualifying Bid and each of which will not be contingent on any other component bid submitted by such Lender resulting in a Qualifying Bid. In addition to the Return Bid, the a participating Lender must execute and deliver, to be held in escrow by the Auction AgentManager, an Assignment and Assumption with Acceptance in the dollar amount form included in the Offer Documents which shall be in form and substance reasonably satisfactory to the Auction Manager and the Administrative Agent (the “Auction Assignment and Acceptance”). The Offeror will not purchase any Term Loans at a price that is outside of the Term Loans to applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be assigned to be left considered in blank, which amount shall be completed by any calculation of the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause Applicable Threshold Price (c) as defined below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans).

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such LenderXxxxxx’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent and the Administrative Agent (if not also the Auction Agent)) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, Auction but each Return Bid may contain up to three bids only one of which may can result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to specified in the Auction AgentNotice) (the “Reply Amount”). A Lender may avoid the minimum amount condition specified in clause (ii) of the preceding sentence solely when submitting a Reply Amount equal to the Lender’s entire remaining amount of such Term Loans. Lenders may only submit one Return Bid per Auction, Auction but each Return Bid may contain up to three bids only one of which may result in a Qualifying BidBid (as defined below). In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar Dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) ), which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $US$1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Eligible Auction Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide and, if it elects to do so (any such participating Eligible Auction Lender, a “Participating Lender”), shall provide, prior to the Auction Agent Expiration Time, the auction manager with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to and substance prepared by the Auction Agent, Borrower and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion percentage of such par principal amount of Term Loans) Loans of the relevant Class expressed in percentages (the “Reply PriceDiscount”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term LoansLoans of the relevant Class, which must be in whole increments of $1,000,000 (or500,000, in any case, that such lesser amount of such Term Loans of such Eligible Auction Lender then outstanding or which is otherwise reasonably acceptable willing to the Auction Agent) offer for sale at its Reply Discount (the “Reply Amount”). An Eligible Auction Lender may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to such Eligible Auction Lender’s entire remaining amount of such Term Loans. Eligible Auction Lenders may only submit one Return Bid per Auction, Auction but each Return Bid may contain up to three bids bids, only one of which may can result in a Qualifying BidBid (as defined below). In addition to the Return Bid, the participating each Participating Lender must execute and deliver, to be irrevocable during the pendency of the Auction and held in escrow by the Auction Agentauction manager, an Assignment assignment agreement pursuant to which such Participating Lender shall make the representations and Assumption agreements substantially consistent with the dollar amount terms of the Term Loans Section 2.3(f). Any Eligible Auction Lender that fails to be assigned submit a Return Bid at or prior to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date Expiration Time shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term LoansAuction.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption Acceptance with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent (but in no such event shall the amount be in excess of the principal amount of Loans such Lender has indicated it is willing to sell) in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such LenderXxxxxx’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). A Lender may avoid the minimum amount condition specified in clause (ii) of the preceding sentence solely when submitting a Reply Amount equal to the Lender’s entire remaining amount of such Term Loans. Lenders may only submit one Return Bid per Auction, Auction but each Return Bid may contain up to three bids only one of which may can result in a Qualifying BidBid (as defined below). In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause subclause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Dutch Auction, each Term Lender holding the relevant Term Loans subject wishing to such Auction may, in its sole discretion, participate in such Dutch Auction and may shall, prior to the Expiration Time, provide the Auction Agent Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) to be included in the Offer Documents, which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion per $1,000 of such Term Loans) Loans (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a the principal amount of such Term Loans, which must be in whole increments of an amount not less than $1,000,000 (or1,000,000, in any case, such lesser amount of that such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable willing to the Auction Agent) offer for sale at its Reply Price (the “Reply Amount”); provided that each Term Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals the entire amount of the Term Loans held by such Term Lender at such time. Lenders A Term Lender may only submit one Return Bid per Dutch Auction, but each Return Bid may contain up to three bids only one component bids, each of which may result in a separate Qualifying Bid (as defined below) and each of which will not be contingent on any other component bid submitted by such Term Lender resulting in a Qualifying Bid. In addition to the Return Bid, the a participating Term Lender must execute and deliver, to be held in escrow by the Auction AgentManager, an Assignment assignment and Assumption with acceptance in the dollar amount of form included in the Term Loans to be assigned to be left in blank, Offer Documents which amount shall be completed by in form and substance reasonably satisfactory to the Auction Manager and the Administrative Agent in accordance with (the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.“

Reply Procedures. In connection with any Dutch Auction, each Lender holding the relevant Term Loans subject wishing to such Auction may, in its sole discretion, participate in such Dutch Auction and may shall, prior to the Expiration Time, provide the Auction Agent Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) to be included in the Offer Documents, which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion per $1,000 of such Term Loans) Loans (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a the principal amount of such Term Loans, which must be in whole increments of an amount not less than $1,000,000 (or, in any case, such lesser amount of such Term Loans of that such Lender then outstanding or which is otherwise reasonably acceptable willing to the Auction Agent) offer for sale at its Reply Price (the “Reply Amount”); provided that each Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals the entire amount of the Loans held by such Lender at such time. Lenders A Lender may only submit one Return Bid per Dutch Auction, but each Return Bid may contain up to three bids only one component bids, each of which may result in a separate Qualifying Bid (as defined below) and each of which will not be contingent on any other component bid submitted by such Lender resulting in a Qualifying Bid. In addition to the Return Bid, the a participating Lender must execute and deliver, to be held in escrow by the Auction AgentManager, an assignment and acceptance in the form included in the Offer Documents which shall be in form and substance reasonably satisfactory to the Auction Manager and the Administrative Agent (the “Auction Assignment and Assumption with the dollar amount Acceptance”). The Borrower will not purchase any Loans at a price that is outside of the Term Loans to applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be assigned to be left considered in blank, which amount shall be completed by any calculation of the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause Applicable Threshold Price (c) as defined below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans).

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent Manager with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction AgentManager, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which as is otherwise reasonably acceptable to specified in the Auction AgentNotice) (the “Reply Amount”). A Lender may avoid the minimum amount condition specified in clause (ii) of the preceding sentence solely when submitting a Reply Amount equal to the Lender’s entire remaining amount of such Term Loans. Lenders may only submit one Return Bid per Auction, Auction but each Return Bid may contain up to three bids only one of which may result in a Qualifying BidBid (as defined below). In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction AgentManager, an Assignment and Assumption with the dollar Dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent Manager in accordance with the final determination of such LenderXxxxxx’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent Manager by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding Term Loans of the relevant Class of Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent and the Administrative Agent (if not also the Auction Agent)) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, Auction but each Return Bid may contain up to three bids only one of which may can result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $€1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which as is otherwise reasonably acceptable to specified in the Auction AgentNotice) (the “Reply Amount”). A Lender may avoid the minimum amount condition specified in clause (ii) of the preceding sentence solely when submitting a Reply Amount equal to the Lender’s entire remaining amount of such Term Loans. Lenders may only submit one Return Bid per Auction, Auction but each Return Bid may contain up to three bids only one of which may result in a Qualifying BidBid (as defined below). In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar principal amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Administrative Agent with a notice of participation with respect to Term Loans (the “Return Bid”, substantially in the form attached hereto as Annex B with such changes therein as the Borrower and the Administrative Agent may agree) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) per $1,000 (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the applicable Discount Range and (ii) a par principal amount of such the applicable Class or Classes of Term Loans, Loans which must be in whole increments of $1,000,000 100,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable subject to rounding requirements specified by the Auction Administrative Agent) (the “Reply Amount”). The foregoing minimum increment amount condition shall not apply if a Lender submits a Reply Amount equal to such Lender’s entire remaining amount of its applicable Class or Classes of Term Loans. Lenders may only submit one Return Bid per AuctionAuction in their capacity as a Term Lender; provided that the Borrower and the Administrative Agent may elect to permit multiple bids, but in which case the Borrower and the Administrative Agent may agree to establish procedures under which each Return Bid may contain up to three bids bids, only one of which may can result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) as defined below). Any Lender with outstanding Term Loans whose Return Reply Bid is not received by the Auction Administrative Agent by the Auction Response Acceptance Date shall be deemed to have declined to participate in the relevant accept an Auction with respect to all Prepayment of any of its Term LoansLoans at any discount to their par value within the Discount Range.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar Dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent (but in no such event shall the amount be in excess of the principal amount of Term Loans such Lender has indicated it is willing to sell) in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent (but in no such event shall the amount be in excess of the principal amount of Loans such Lender has indicated it is willing to sell) in accordance with the final determination of such Lender’s Qualifying Bid (as defined below) pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such LenderLxxxxx’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in the case of any such Term Loans denominated in Euros, whole increments of €1,000,000) (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption Agreement with the dollar principal amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such LenderXxxxxx’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Applicable Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent Manager with a notice of participation (the “Return Bid”, substantially in the form attached hereto as Annex B with such changes therein as the Borrower, the Manager and the Administrative Agent may agree) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) per $1,000 (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the applicable Discount Range and (ii) a principal amount of such Term Loans, Applicable Loans (specifying the identity of each) which must be in whole increments of $1,000,000 100,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable subject to rounding requirements specified by the Auction Manager and the Administrative Agent) (the “Reply Amount”). The foregoing minimum increment amount condition shall not apply if a Lender submits a Reply Amount equal to such Lender’s entire remaining amount of the Applicable Loans. Lenders may only submit one Return Bid with respect to each Class per AuctionAuction (unless the Borrower and the Manager elect to permit multiple bids, but in which case the Borrower and the Manager may agree to establish procedures under which each Return Bid may contain up to three bids with respect to each Class, only one of which may can result in a Qualifying BidBid (as defined below) with respect to such Class). Lenders may not submit a Reply Amount in excess of the aggregate principal amount of Applicable Loans of such Lender. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction AgentManager, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination Form of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.Assignment and

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent (but in no such event shall the amount be in excess of the principal amount of Term Loans such Lender has indicated it is willing to sell) in accordance with the final determination of such LenderLxxxxx’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $€1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which as is otherwise reasonably acceptable to specified in the Auction AgentNotice) (the “Reply Amount”). A Lender may avoid the minimum amount condition specified in clause (ii) of the preceding sentence solely when submitting a Reply Amount equal to the Lender’s entire remaining amount of such Term Loans. Lenders may only submit one Return Bid per Auction, Auction but each Return Bid may contain up to three bids only one of which may result in a Qualifying BidBid (as defined below). In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar principal amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such LenderXxxxxx’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each applicable Term Loan Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may each Term Loan Lender wishing to participate in such Auction shall, prior to the Expiration Time, provide the Auction Administrative Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, Administrative Agent and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion per U.S.$1,000 (in increments of such U.S.$5) of Term Loans) Loans (the “Reply PriceDiscount”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, Loans which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of U.S.$1.0 million that such Term Loans of such Loan Lender then outstanding or which is otherwise reasonably acceptable willing to the Auction Agent) offer for sale at its Reply Discount (the “Reply Amount”). A Term Loan Lender may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to the Term Loan Lender’s entire remaining amount of such Term Loans. Term Loan Lenders may only submit one Return Bid per Auction, Auction but each Return Bid may contain up to three bids only one of which may can result in a Qualifying BidBid (as defined below). In addition to the Return Bid, the participating Term Loan Lender must execute and deliver, to be held in escrow by the Auction Administrative Agent, an a form of assignment and acceptance (the “Form of Assignment and Assumption with Acceptance”) in a form reasonably acceptable to the dollar amount Administrative Agent. The Offeror will not purchase any Term Loans at a price that is outside of the Term Loans to applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be assigned to be left considered in blank, which amount shall be completed by any calculation of the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause Applicable Discount (c) as defined below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans).

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject wishing to such Auction may, in its sole discretion, participate in such Auction and may shall, prior to the Expiration Time, provide the Auction Agent Manager with a notice of participation in form reasonably satisfactory to the Auction Manager (the “Return Bid”, to be included in the Offer Documents) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion per $1,000 of such Term Loans) Loans (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a the principal amount of such Term Loans, which must be in whole increments of an amount not less than $1,000,000 (or1,000,000, in any case, such lesser amount of such Term Loans of that such Lender then outstanding or which is otherwise reasonably acceptable willing to the Auction Agent) offer for sale at its Reply Price (the “Reply Amount”); provided, that each Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount comprises the entire amount of the Term Loans held by such Lender at such time. Lenders A Lender may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one component bids, each of which may result in a separate Qualifying Bid (as defined below) and each of which will not be contingent on any other component bid submitted by such Lender resulting in a Qualifying Bid. In addition to the Return Bid, the a participating Lender must execute and deliver, to be held in escrow by the Auction AgentManager, an Assignment and Assumption Acceptance in the form included in the Offer Documents which shall be in form and substance consistent with Exhibit A to the dollar amount Credit Agreement or otherwise satisfactory to the Auction Manager, the Administrative Agent and the Borrower (the “Auction Assignment and Acceptance”). The Offeror will not purchase any Term Loans at a price that is outside of the Term Loans to applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be assigned to be left considered in blank, which amount shall be completed by any calculation of the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause Applicable Threshold Price (c) as defined below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans).

Reply Procedures. In connection with any Auction, each Lender holding Term Loans of the relevant Class of Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent and the Administrative Agent (if not also the Auction Agent)) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, Auction but each Return Bid may contain up to three bids only one of which may can result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.. ​ ​

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose [[5470263]] Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which as is otherwise reasonably acceptable to specified in the Auction AgentNotice) (the “Reply Amount”). A Lender shall not be required to comply with the minimum amount condition specified in clause (ii) of the preceding sentence solely when submitting a Reply Amount equal to the Lender’s entire remaining amount of such Loans. Lenders may only submit one Return Bid per Auction, Auction but each Return Bid may contain up to three bids only one of which may result in a Qualifying BidBid (as defined below). In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar Dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation with respect to Term Loans (the “Return Bid”, substantially in the form attached hereto as Annex B with such changes therein as the Borrower and the Agent may agree) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) per $1,000 (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the applicable Discount Range and (ii) a par principal amount of such the applicable Term Loans, Advances which must be in whole increments of $1,000,000 100,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable subject to rounding requirements specified by the Auction Agent) (the “Reply Amount”). The foregoing minimum increment amount condition shall not apply if a Lender submits a Reply Amount equal to such Lender’s entire remaining amount of its applicable Term Advances. Lenders may only submit one Return Bid per AuctionAuction in their capacity as a Term Lender; provided that the Borrowers and the Agent may elect to permit multiple bids, but in which case the Borrowers and the Agent may agree to establish procedures under which each Return Bid may contain up to three bids bids, only one of which may can result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) as defined below). Any Lender with outstanding Term Loans whose Return Reply Bid is not received by the Auction Agent by the Auction Response Acceptance Date shall be deemed to have declined to participate in the relevant accept an Auction with respect to all Prepayment of any of its Term LoansLoans at any discount to their par value within the Discount Range.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, -28- such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption Acceptance with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such LenderLxxxxx’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which as is otherwise reasonably acceptable to specified in the Auction AgentNotice) (the “Reply Amount”). A Lender may avoid the minimum amount condition specified in clause (ii) of the preceding sentence solely when submitting a Reply Amount equal to the Lender’s entire remaining amount of such Term Loans. Lenders may only submit one Return Bid per Auction, Auction but each Return Bid may contain up to three bids only one of which may result in a Qualifying BidBid (as defined below). In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption Agreement with the dollar U.S. Dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Eligible Auction Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide and, if it elects to do so (any such participating Eligible Auction Lender, a “Participating Lender”), shall provide, prior to the Auction Agent Expiration Time, the auction manager with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to and substance prepared by the Auction Agent, Borrower and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion percentage of such par principal amount of Term Loans) Loans of the relevant Class expressed in percentages (the “Reply PriceDiscount”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term LoansLoans of the relevant Class, which must be in whole increments of $1,000,000 (or500,000, in any case, that such lesser amount of such Term Loans of such Eligible Auction Lender then outstanding or which is otherwise reasonably acceptable willing to the Auction Agent) offer for sale at its Reply Discount (the “Reply Amount”). An Eligible Auction Lender may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to such Eligible Auction Lender’s entire remaining amount of such Term Loans. Eligible Auction Lenders may only submit one Return Bid per Auction, Auction but each Return Bid may contain up to three bids bids, only one of which may can result in a Qualifying Bid. In addition to the Return Bid, the participating each Participating Lender must execute and deliver, to be irrevocable during the pendency of the Auction and held in escrow by the Auction Agentauction manager, an Assignment assignment agreement pursuant to which such Participating Lender shall make the representations and Assumption agreements substantially consistent with the dollar amount terms of Section 2.13(e)(iii) of the Term Loans Credit Agreement. Any Eligible Auction Lender that fails to be assigned submit a Return Bid at or prior to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date Expiration Time shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term LoansAuction.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent (but in no such event shall the amount be in excess of the principal amount of Term Loans such Lender has indicated it is willing to sell) in accordance with the final determination of such LenderXxxxxx’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which as is otherwise reasonably acceptable to specified in the Auction AgentNotice) (the “Reply Amount”). A Lender shall not be required to comply with the minimum amount condition specified in clause (ii) of the preceding sentence solely when submitting a Reply Amount equal to the Lender’s entire remaining amount of such Term Loans. Lenders may only submit one Return Bid per Auction, Auction but each Return Bid may contain up to three bids only one of which may result in a Qualifying BidBid (as defined below). In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar Dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which as is otherwise reasonably acceptable to specified in the Auction AgentNotice) (the “Reply Amount”). A Lender may avoid the minimum amount condition specified in clause (ii) of the preceding sentence solely when submitting a Reply Amount equal to the Lender’s entire remaining amount of such Loans. Lenders may only submit one Return Bid per Auction, Auction but each Return Bid may contain up to three bids only one of which may result in a Qualifying BidBid (as defined below). In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar Dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Dutch Auction, each applicable Lender holding the relevant Term applicable Loans subject wishing to such Auction may, in its sole discretion, participate in such Dutch Auction and may shall, prior to the Expiration Time, provide the Auction Agent Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) to be included in the Offer Documents, which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion per $1,000 of such Term Loans) Loans (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a the principal amount of such Term Loans, which must be in whole increments of an amount not less than $1,000,000 (or1,000,000, in any case, such lesser amount of such Term Loans of that such Lender then outstanding or which is otherwise reasonably acceptable willing to the Auction Agent) offer for sale at its Reply Price (the “Reply Amount”); provided that each Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals the entire amount of the Loans held by such Lender at such time. Lenders A Lender may only submit one Return Bid per Dutch Auction, but each Return Bid may contain up to three bids only one component bids, each of which may result in a separate Qualifying Bid (as defined below) and each of which will not be contingent on any other component bid submitted by such Lender resulting in a Qualifying Bid. In addition to the Return Bid, the a participating Lender must execute and deliver, to be held in escrow by the Auction AgentManager, an assignment and acceptance in the form included in the Offer Documents which shall be in form and substance reasonably satisfactory to the Auction Manager and the Administrative Agent (the “Auction Assignment and Assumption with the dollar amount Acceptance”). The Purchaser will not purchase any Loans at a price that is outside of the Term Loans to applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be assigned to be left considered in blank, which amount shall be completed by any calculation of the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause Applicable Threshold Price (c) as defined below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans).

Reply Procedures. In connection with any Auction, each Eligible Auction Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide and, if it elects to do so (any such participating Eligible Auction Lender, a “Participating Lender”), shall provide, prior to the Auction Agent Expiration Time, the auction manager with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to and substance prepared by the Auction Agent, Borrower and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion percentage of such par principal amount of Term Loans) Loans of the relevant Class expressed in percentages (the “Reply PriceDiscount”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term LoansLoans of the relevant Class, which must be in whole increments of $1,000,000 (or500,000, in any case, that such lesser amount of such Term Loans of such Eligible Auction Lender then outstanding or which is otherwise reasonably acceptable willing to the Auction Agent) offer for sale at its Reply Discount (the “Reply Amount”). An Eligible Auction Lender may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to such Eligible Auction Lender’s entire remaining amount of such Term Loans. Eligible Auction Lenders may only submit one Return Bid per Auction, Auction but each Return Bid may contain up to three bids bids, only one of which may can result in a Qualifying BidBid (as defined below). In addition to the Return Bid, the participating each Participating Lender must execute and deliver, to be irrevocable during the pendency of the Auction and held in escrow by the Auction Agentauction manager, an Assignment assignment agreement pursuant to which such Participating Lender shall make the representations and Assumption agreements substantially consistent with the dollar amount terms of the Term Loans ‎Section 2.11(i)(C). Any Eligible Auction Lender that fails to be assigned submit a Return Bid at or prior to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date Expiration Time shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term LoansAuction.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying BidBid (as defined below). In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent (but in no such event shall the amount be in excess of the principal amount of Term Loans such Lender has indicated it is willing to sell) in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then WEIL:\96480003\20\34471.0013 AMERICAS 109594622 outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption Acceptance with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which as is otherwise reasonably acceptable to specified in the Auction AgentNotice) (the “Reply Amount”). A Lender may avoid the minimum amount condition specified in clause (ii) of the preceding sentence solely when submitting a Reply Amount equal to the Lender’s entire remaining amount of such Term Loans. Lenders may only submit one Return Bid per Auction, Auction but each Return Bid may contain up to three bids only one of which may result in a Qualifying BidBid (as defined below). In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar Dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption Agreement with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to #95106251v3 #94168740v7#95106251v8 clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may each Lender wishing to participate in such Auction shall, prior to the Expiration Time, provide the Auction Administrative Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, Administrative Agent and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion per $1,000 (in increments of such Term Loans$5) of Loans (the “Reply PriceDiscount”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, Loans which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of that such Lender then outstanding or which is otherwise reasonably acceptable willing to the Auction Agent) offer for sale at its Reply Discount (the “Reply Amount”). A Lender may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to the Lender’s entire remaining amount of such Loans. Lenders may only submit one Return Bid per Auction, Auction but each Return Bid may contain up to three bids only one of which may can result in a Qualifying BidBid (as defined below). In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Administrative Agent, an a form of assignment and acceptance (the “Form of Assignment and Assumption with Acceptance”) in a form reasonably acceptable to the dollar amount Administrative Agent. The Offeror will not purchase any Loans at a price that is outside of the Term Loans to applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be assigned to be left considered in blank, which amount shall be completed by any calculation of the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause Applicable Discount (c) as defined below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans).

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in the case of any such Term Loans denominated in Euros, whole increments of €1,000,000) (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption Agreement with the dollar principal amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Dutch Auction, each Term B Lender holding the relevant Term B Loans subject or Incremental Term B Loans wishing to such Auction may, in its sole discretion, participate in such Dutch Auction and may shall, prior to the Expiration Time, provide the Auction Agent Manager with a notice of participation (the “Return Bid”) which shall be in a form and substance reasonably acceptable satisfactory to the Auction AgentManager (the "Return Bid") to be included in the Offer Documents, and which shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all per $1,000 of Term B Loans or any portion of such Incremental Term Loans) B Loans (the “"Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans") must be within the Discount Range and (ii) a the principal amount of Term B Loans or Incremental Term B Loans, in an amount not less than $1,000,000 or an integral multiple of $100,000 in excess thereof, that such Term LoansB Lender is willing to offer for sale at its Reply Price (the "Reply Amount"); provided, which must be in whole increments of $1,000,000 (or, in any case, such lesser each Term B Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals the entire amount of the Term B Loans or Incremental Term B Loans held by such Term Loans of B Lender at such time. A Term B Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Dutch Auction, but each Return Bid may contain up to three bids only one component bids, each of which may result in a separate Qualifying Bid (as defined below) and each of which will not be contingent on any other component bid submitted by such Term B Lender resulting in a Qualifying Bid. In addition to the Return Bid, the a participating Term B Lender must execute and deliver, to be held in escrow by the Auction AgentManager, an assignment and acceptance in the form included in the Offer Documents which shall be in form and substance reasonably satisfactory to the Auction Manager and the Administrative Agent (the "Auction Assignment and Assumption with the dollar amount Acceptance"). The Dutch Auction Purchaser will not purchase any Term B Loans or Incremental Term B Loans at a price that is outside of the Term Loans to applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be assigned to be left considered in blank, which amount shall be completed by any calculation of the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause Applicable Threshold Price (c) as defined below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans).

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in the case of any such Term Loans denominated in Euros, whole increments of €1,000,000) (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption Agreement with the dollar principal amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such LenderLxxxxx’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Eligible Auction Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide and, if it elects to do so (any such participating Eligible Auction Lender, a “Participating Lender”), shall provide, prior to the Auction Agent Expiration Time, the auction manager with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to and substance prepared by the Auction Agent, auction manager and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion percentage of such Term Loans) par principal amount of Loans expressed in percentages (the “Reply PriceDiscount”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or500,000, in any case, that such lesser amount of such Term Loans of such Eligible Auction Lender then outstanding or which is otherwise reasonably acceptable willing to the Auction Agent) offer for sale at its Reply Discount (the “Reply Amount”). An Eligible Auction Lender may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to such Eligible Auction Lender’s entire remaining amount of such Loans. Eligible Auction Lenders may only submit one Return Bid per Auction, Auction but each Return Bid may contain up to three bids bids, only one of which may can result in a Qualifying BidBid (as defined below). In addition to the Return Bid, the participating each Participating Lender must execute and deliver, to be irrevocable during the pendency of the Auction and held in escrow by the Auction Agentauction manager, an Assignment assignment agreement pursuant to which such Participating Lender shall make the representations and Assumption agreements substantially consistent with the dollar amount terms of the Term Loans Section 2.05(a)(iii)(C). Any Eligible Auction Lender that fails to be assigned submit a Return Bid at or prior to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date Expiration Time shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term LoansAuction.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent (but in no such event shall the amount be in excess of the principal amount of Term Loans such Lender has indicated it is willing to sell) in accordance with the final determination of such Lender’s Qualifying Bid (as defined below) pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or #95106251v3 #94168740v7#95106251v8 which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject wishing to such Auction may, in its sole discretion, participate in such Auction and may shall, prior to the Expiration Time, provide the Auction Agent Manager with a notice of participation substantially in the form of Annex B to this Exhibit P (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion per $1,000 (in increments of such Term Loans$5) of Loans (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a the principal amount of such Term Loans, which must be in whole increments of an amount not less than $1,000,000 (oror an integral multiple in excess thereof, in any case, such lesser amount of such Term Loans of that such Lender then outstanding or which is otherwise reasonably acceptable willing to the Auction Agent) offer for sale at its Reply Price (the “Reply Amount”); provided, that Lender may submit a Reply Amount that is less than the minimum amount and/or incremental amount requirements described above only if the Reply Amount comprises the entire amount of Loans held by such Lender. Lenders may only submit one Return Bid per Auction, Auction but each Return Bid may contain up to three bids only one component bids, each of which may result in a separate Qualifying Bid (as defined below) and each of which will not be contingent on any other component bid submitted by such Lender resulting in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction AgentManager, an Affiliate Assignment and Assumption with the dollar amount Agreement. The Purchaser will not purchase any Loans at a price that is outside of the Term Loans to applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be assigned to be left considered in blank, which amount shall be completed by any calculation of the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause Applicable Threshold Price (c) as defined below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans).

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject wishing to such Auction may, in its sole discretion, participate in such Auction and may shall, prior to the Expiration Time, provide the Auction Agent Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) ), to be included in the Offer Documents, which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion per $1,000 of such Term Loans) Loans (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a the principal amount of such Term Loans, which must be in whole increments of an amount not less than $1,000,000 (or1,000,000, in any case, such lesser amount of such Term Loans of that such Lender then outstanding or which is otherwise reasonably acceptable willing to the Auction Agent) offer for sale at its Reply Price (the “Reply Amount”); provided, that each Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount comprises the entire amount of the Term Loans held by such Lender at such time. The Lenders may only submit one Return Bid per Auction, Auction but each Return Bid may contain up to three bids only one component bids, each of which may result in a separate Qualifying Bid (defined below) and each of which will not be contingent on any other component bid submitted by such Lender resulting in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction AgentManager, an Assignment and Assumption with Acceptance in the dollar amount form included in the Offer Documents which shall be in form and substance reasonably satisfactory to the Auction Manager (the “Borrower Assignment and Acceptance”). The Borrower will not purchase any Term Loans at a price that is outside of the Term Loans to applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be assigned to be left considered in blank, which amount shall be completed by any calculation of the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause Applicable Threshold Price (c) as defined below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans).

Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

Reply Procedures. In connection with any Dutch Auction, each Lender holding the relevant Term Loans subject wishing to such Auction may, in its sole discretion, participate in such Dutch Auction and may shall, prior to the Expiration Time, provide the Auction Agent Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) to be included in the Offer Documents, which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion per $1,000 of such Term Loans) Loans (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a the principal amount of such Term Loans, which must be in whole increments of an amount not less than $1,000,000 (or1,000,000, in any case, such lesser amount of such Term Loans of that such Lender then outstanding or which is otherwise reasonably acceptable willing to the Auction Agent) offer for sale at its Reply Price (the “Reply Amount”); provided that each Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals the entire amount of the Term Loans held by such Lender at such time. Lenders A Lender may only submit one Return Bid per Dutch Auction, but each Return Bid may contain up to three bids only one component bids, each of which may result in a separate Qualifying Bid (as defined below) and each of which will not be contingent on any other component bid submitted by such Lender resulting in a Qualifying Bid. In addition to the Return Bid, the a participating Lender must execute and deliver, to be held in escrow by the Auction AgentManager, an assignment and acceptance in the form included in the Offer Documents which shall be in form and substance reasonably satisfactory to the Auction Manager and Agent (the “Auction Assignment and Assumption with the dollar amount Acceptance”). The Borrower will not purchase any Term Loans at a price that is outside of the Term Loans to applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be assigned to be left considered in blank, which amount shall be completed by any calculation of the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause Applicable Threshold Price (c) as defined below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans).