Common use of Reply Procedures Clause in Contracts

Reply Procedures. In connection with any Auction Purchase Offer, each Lender of Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es), in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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(es) held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender Assignment and Assumption. No Purchasing Borrower Party will purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase Offer, each Lender of the Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price (in increments of $5) per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es), in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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(es) held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender Assignment and Assumption. No Purchasing Borrower Party will purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of Term Loans of the applicable Class(es) Tranche wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable respective offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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(es) such Tranche held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three (3) 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the offering document (each, an “Auction Assignment and Assumption”). No Purchasing The Borrower Party will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Term Lender of Term Loans of the each applicable Class(es) Class wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable respective offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans of each applicable Class (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the each applicable Class(es)Class, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender offers for sale at its Reply Price (the “Reply Amount”). A 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 comprises the entire amount of the Term Loans of the each applicable Class(es) Class held by such Term Lender. Term Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three (3) 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 Term Lender resulting in a Qualifying Bid. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the offering document (each, an “Auction Assignment and Assumption”). No Purchasing The Borrower Party will not purchase any Term Loans of any applicable Class at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Auction Purchase Prepayment Offer, each Lender of Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Prepayment Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable offering document Auction Notice (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of each Class within the applicable Class(es) within the Discount Range and (ii) the par principal amount of Term Loans of the applicable Class(es), in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, each Class that such Lender offers accepts for sale prepayment at its Reply Price Price, which must be in increments of $100,000 (the “Reply Amount”). A Lender may submit a Reply Amount that is less than the The minimum amount and incremental amount requirements described above only shall not apply if the Lender submits a Reply Amount comprises the equal to such Lender’s entire remaining amount of the its applicable Class or Classes of Term Loans of the applicable Class(es) held by such LenderLoans. Lenders may only submit one Return Bid per Class per Auction Purchase Prepayment Offer, but each Return Bid may contain up to three component bidsbids (or such larger number of component bids as may be specified in the Auction Notice), 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the Auction Notice (each, an “Auction Assignment and Assumption”). No Purchasing The Borrower Party will purchase not prepay any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below). Any Lender with outstanding Term Loans whose Return Bid is not received by the Auction Manager by the Expiration Time shall be deemed to have declined to accept any Auction Prepayment of any of its Term Loans at any discount to their par value within the Discount Range.

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of Term holding Applicable Loans of the applicable Class(es) wishing subject to participate in such Auction Purchase Offer shall, prior to the Expiration Time, may provide the Auction Manager with a notice of participation, in participation (the form included in the applicable offering document (each, a “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 specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of ), which must be within the applicable Class(es) within the Discount Range and (ii) the a principal amount of Term Applicable Loans (specifying the identity of the applicable Class(es), each) which must be in an amount not less than $1,000,000 or an integral multiple increments of $1,000 in excess thereof, that such Lender offers for sale at its Reply Price 100,000 (subject to rounding requirements specified by the Manager and the Administrative Agent) (the “Reply Amount”). A The foregoing minimum increment amount condition shall not apply if a Lender may submit submits a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount comprises the equal to such Lender’s entire remaining amount of the Term Loans of the applicable Class(es) held by such LenderApplicable Loans. Lenders may only submit one Return Bid per with respect to each Class per Auction Purchase Offer(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 component bidsbids with respect to each Class, each only one of which may can result in a separate Qualifying Bid and each (as defined below) with respect to such Class). Lenders may not submit a Reply Amount in excess of which will not be contingent on any other component bid submitted by the aggregate principal amount of Applicable Loans of such Lender resulting in a Qualifying BidLender. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender the Auction Form of Assignment and AssumptionAcceptance. No Purchasing Upon consummation of an Auction, the Manager will complete the Auction Form of Assignment and Acceptance of each Lender whose Applicable Loan will be purchased in such Auction and deliver the same to the Administrative Agent for execution by the Borrower Party will purchase any Term Loans at a price that is outside of and recordation in the 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 considered in any calculation of Register by the Applicable Threshold Price (as defined below)Administrative Agent.

Reply Procedures. In connection with any Auction Purchase Offer, each Lender of Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price (in increments of $25) per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es), in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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(es) held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender Assignment and Assumption. No Purchasing Borrower Party will purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Term Lender of Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable respective offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of the applicable Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of such Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 500,000 or an integral multiple of $1,000 100,000 in excess thereof, that such Term Lender offers for sale at its Reply Price (the “Reply Amount”). A 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 comprises the entire amount of the applicable Term Loans of the applicable Class(es) held by such Term Lender. Term Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three (3) 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 Term Lender resulting in a Qualifying Bid. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the offering document (each, an “Auction Assignment and Assumption”). No Purchasing The Borrower Party will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Term Lender of Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable respective offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of the applicable Add-On Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of such Add-On Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 100,000 in excess thereof, that such Term Lender offers for sale at its Reply Price (the “Reply Amount”). A 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 comprises the entire amount of the applicable Add-On Term Loans of the applicable Class(es) held by such Term Lender. Term Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three (3) 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 Term Lender resulting in a Qualifying Bid. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the offering document (each, an “Auction Assignment and Assumption”). No Purchasing Borrower Party The Company will not purchase any Add-On Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Auction Purchase OfferDutch Auction, each Term Lender of holding Term Loans of the applicable Class(es) wishing to participate in such Dutch Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, participation in form and substance reasonably satisfactory to the form included in Auction Manager (the applicable offering document (each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof2,000,000, that such Term Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; 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 comprises equals the entire amount of the Term Loans of the applicable Class(es) held by such LenderTerm Lender at such time. Lenders A Term Lender may only submit one Return Bid per Class per Auction Purchase OfferDutch Auction, but each Return Bid may contain up to three component bidsbids (or such other amount as may be determined by the Auction Manager), 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 Manager, an Affiliated Lender assignment and acceptance in the form included in the Offer Documents which shall be in form and substance reasonably satisfactory to the Auction Manager (the “Auction Assignment and AssumptionAcceptance”). No Purchasing Borrower Party The Auction Offeror will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of holding Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, participation substantially in the form included in of Annex B to this Exhibit J (the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount (in increments of $5) of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; provided, that Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount comprises the entire amount of the Term Loans of the applicable Class(es) held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 Manager, an Affiliated Lender Affiliate Assignment and AssumptionAgreement. No Purchasing Borrower Party The Purchaser will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of holding Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participationparticipation (the “Return Bid”, in the form included in the applicable offering document (eachOffer Document, a “Return Bid”which shall be substantially in the form of Annex B to this Exhibit 11.2) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in principal amount increments of $5) of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than US $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; provided, that Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount comprises the entire amount of the Term Loans of the applicable Class(es) held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 Manager, an Affiliated Lender Assignment and AssumptionAcceptance in the form included in the Offer Document (the “Offeror Assignment and Acceptance”), which shall be substantially in the form of Annex C to this Exhibit 11.2. No Purchasing Borrower Party Offeror will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below)or satisfaction of the Maximum Permitted Auction Amount.

Reply Procedures. In connection with any Auction Purchase Offer, each Lender of Term Loans of the applicable Class(es) Class wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable offering document (each, a “Return Bid”) ), which shall specify (i) a discount to par that must be expressed as a price (in increments of $25) per $1,000 in principal amount of Term Loans of the applicable Class (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Class, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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(es) Class held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 Manager, an Affiliated Lender Assignment and Assumption. No Purchasing Borrower Party will purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase Offer, each Lender of Term Loans of the applicable Class(es) Class wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price (in increments of $5) per $1,000 in principal amount of Term Loans or Other Term Loans (the “Reply Price”) of the applicable Class(es) Class within the Discount Range and (ii) the principal amount of Term Loans or Other Term Loans of the applicable Class(es)Class, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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 or Other Term Loans of the applicable Class(es) Class held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the offering document (each, an “Auction Assignment and Assumption”). No Purchasing The Borrower Party will not purchase any Term Loans or Other Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of B Term Loans (in the case of an Auction in respect of B Term Loans) or C Term Loans (in the applicable Class(escase of an Auction in respect of C Term Loans) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable respective offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of B Term Loans (in the case of an Auction in respect of B Term Loans) or C Term Loans (in the case of an Auction in respect of C Term Loans) (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of B Term Loans (in the case of an Auction in respect of B Term Loans) or C Term Loans (in the applicable Class(escase of an Auction in respect of C Term Loans), in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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 B Term Loans (in the case of an Auction in respect of B Term Loans) or C Term Loans (in the applicable Class(escase of an Auction in respect of C Term Loans) held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three (3) 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the offering document (each, an “Auction Assignment and Assumption”). No Purchasing The respective Borrower Party will not purchase any B Term Loans (in the case of an Auction in respect of B Term Loans) or C Term Loans (in the case of an Auction in respect of C Term Loans) at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of holding Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, participation in form and substance reasonably satisfactory to the form included in Auction Manager (the applicable offering document (each, a “Return Bid”, to be included in the Offer Documents) which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof1,000,000, that such Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; 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 of the applicable Class(es) held by such LenderLender at such time. Lenders Each Lender may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three component bids, each of which may result in a separate Qualifying Bid and each of which will shall 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 Manager, an Affiliated Lender 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 Borrower (on behalf of the Borrowers) (the “Borrower Assignment and AssumptionAcceptance”). No Purchasing Borrower Party The Borrowers will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable respective offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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(es) such Tranche held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three (3) 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the offering document (each, an “Auction Assignment and Assumption”). No Purchasing The Borrower Party will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of holding Tranche B Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, participation substantially in the form included in of Annex B to this Exhibit K (the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in principal amount increments of $5) of Tranche B Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Tranche B Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; provided, that each Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount comprises the entire amount of the Tranche B Term Loans of the applicable Class(es) held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 Manager, an Affiliated Lender Affiliate Assignment and AssumptionAgreement. No Purchasing Borrower Party The Purchaser will not purchase any Tranche B Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Term Loan Lender of holding Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, shall provide the Auction Manager with a notice of participation, participation in form and substance reasonably satisfactory to the form included in the applicable offering document (each, a “Return Bid”) Auction Manager which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; provided, that a Term Loan Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount comprises the entire amount of the Term Loans of the applicable Class(es) held by such Term Loan Lender. Term Loan Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 each participating Term Loan Lender must execute and deliver, deliver to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance Agreement 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 (“Affiliate Assignment and AssumptionAgreement”). No Purchasing The Borrower Party will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of Term Loans of the each applicable Class(es) Class wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable respective offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans of each applicable Class (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the each applicable Class(es)Class, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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 each applicable Class(es) Class held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three (3) 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the offering document (each, an “Auction Assignment and Assumption”). No Purchasing The Borrower Party will not purchase any Term Loans of any applicable Class at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Auction Purchase OfferDutch auction, each Lender of holding Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer Dutch auction shall, prior to the Expiration Time, provide the Auction Manager Agent with a notice of participation, participation in form and substance reasonably satisfactory to the form included in Auction Agent (the applicable offering document (each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof10,000,000, that such Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; 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 equals the entire amount of the Term Loans of the applicable Class(es) held by such LenderLender at such time. Lenders A Lender may only submit one Return Bid per Class per Auction Purchase OfferDutch auction, but each Return Bid may contain up to three 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 ManagerAgent, an Affiliated Lender assignment and assumption in the form included in the Offer Documents which shall be in form and substance reasonably satisfactory to the Auction Agent and the Administrative Agent (the “Auction Assignment and Assumption”). No Purchasing The Borrower Party will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of holding Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager auction manager with a notice of participation, participation in form and substance reasonably satisfactory to the form included in auction manager (the applicable offering document (each, a “Return Bid”, to be included in the Offer Documents) which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof1,000,000, that such Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; 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 of the applicable Class(es) held by such LenderLender at such time. Lenders A Lender may only submit one Return Bid per Class per Auction Purchase OfferAuction, but each Return Bid may contain up to three 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 Managerauction manager, an Affiliated Lender Assignment and AssumptionAcceptance 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 Acceptance”). No Purchasing Borrower Party The Offeror will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable respective offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans its Loan (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)such Loan, in an amount not less than $1,000,000 500,000 or an integral multiple of $1,000 100,000 in excess thereof, that such Lender 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(es) Loan held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three (3) 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the offering document (each, an “Auction Assignment and Assumption”). No Purchasing The Borrower Party will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Term Loan Lender of Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable respective offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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(es) held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three (3) 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance (which shall be in customary form) included in the offering document (each, an “Auction Assignment and Assumption”). No Purchasing Borrower Party will purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of holding Term Loans of the applicable Class(es) Class wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, participation substantially in the form included in of Annex B to this Exhibit M (the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans of the applicable Class (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Class, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender offers for sale at its Reply Price (the “Reply Amount”). A ; provided, that Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount comprises the entire amount of the Term Loans of the applicable Class(es) Class held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 Manager, an Affiliated Lender a Borrower Assignment and AssumptionAgreement. No Purchasing Borrower Party The Purchaser will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase Offer, each Lender of the Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price (in increments of $5) per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es), in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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(es) held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender Assignment and Assumption. No Purchasing Borrower Company Party will purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable offering document respective Offer Documents (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in principal amount increments of Term $5) of Loans and/or Incremental Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)and/or Incremental Loans, in an amount not less than $US$1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender offers is willing to offer 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(es) and/or Incremental Loans held by such Lender. The Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three (3) 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 Manager, an Affiliated Lender assignment and acceptance agreement in the form included in the Offer Documents (each, an “Auction Assignment and AssumptionAcceptance”). No Purchasing Borrower Party The Affiliated Persons will not have any obligation to purchase any Term Loans or Affiliated Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is tendered outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below)or satisfaction of the Maximum Permitted Auction Amount.

Reply Procedures. In connection with any Auction Purchase OfferDutch Auction, each Term Loan Lender of holding Term Loans of the applicable Class(es) wishing to participate in such Dutch Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, participation in form and substance reasonably satisfactory to the form included in Auction Manager (the applicable offering document (each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof1,000,000, that such Term Loan Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; provided, 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 comprises equals the entire amount of the Term Loans of the applicable Class(es) held by such LenderTerm Loan Lender at such time. Lenders A Term Loan Lender may only submit one Return Bid per Class per Auction Purchase OfferDutch Auction, but each Return Bid may contain up to three 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 Manager, an Affiliated Lender 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 AssumptionAcceptance”). No Purchasing Borrower Party The Borrowers will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Term Lender of Term Loans of the each applicable Class(es) Class wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable respective offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans of each applicable Class (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the each applicable Class(es)Class, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender offers for sale at its Reply Price (the “Reply Amount”). A 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 comprises the entire amount of the Term Loans of the each applicable Class(es) Class held by such Term Lender. Term Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three (3) component bidsbids (or such larger number of component bids as may be specified in the Auction Notice), 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 Term Lender resulting in a Qualifying Bid. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the Auction Notice (each, an “Auction Assignment and Assumption”). No Purchasing The Borrower Party will not purchase any Term Loans of any applicable Class at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of holding Term Loans of the applicable Class(es) tranche or tranches wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the applicable Auction Manager with a notice of participation, in participation (the form included in the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in principal amount increments of $5) of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)tranche or tranches, in an amount not less than $1,000,000 (or an integral multiple such lesser amount as shall constitute the aggregate amount of $1,000 in excess thereofthe Term Loans of such tranche of the assigning Lender), that such Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; provided, that 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 relevant tranche of Term Loans of the applicable Class(es) held by such Lender. Lenders may only submit one (1) Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three (3) 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 applicable Auction Manager, an Affiliated Lender Assignment and Assumptionthe Assumption Agreement in the form included in the Offer Document. No Purchasing Borrower The applicable Credit Party will not have any obligation to purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es), in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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 if, and only if if, the Reply Amount comprises the entire amount of the Term Loans of the applicable Class(es) that are subject to such Auction held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three (3) 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, (i) the participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the applicable offering document (each, an “Auction Assignment and Assumption”) and (ii) unless such disclaimers are incorporated into the terms of the Auction Assignment and Assumption, the participating Lender and each Borrower must execute and deliver, to be held by the Auction Manager, a customary “big boy” disclaimer letter. No Purchasing Holdings, the applicable Borrower Party or the applicable Restricted Subsidiary will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Term Loan Lender of Term Loans of the each applicable Class(es) Class wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable respective offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 or the U.S. Dollar Equivalent thereof (in increments of $5 or the U.S. Dollar Equivalent thereof) in principal amount of Term Loans of each applicable Class (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the each applicable Class(es)Class, in an amount not less than $1,000,000 or the U.S. Dollar Equivalent thereof or an integral multiple of $1,000 in excess thereof or the U.S. Dollar Equivalent thereof, that such Lender offers for sale at its Reply Price (the “Reply Amount”). A 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 comprises the entire amount of the Term Loans of the each applicable Class(es) Class held by such Term Loan Lender. Term Loan Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three (3) 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 Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, the participating Term Loan Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the offering document (each, an “Auction Assignment and Assumption”). No Purchasing Borrower Party The Company will not purchase any Term Loans of any applicable Class at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Auction Purchase OfferDutch Auction, each Term Lender of holding Term Loans of the applicable Class(es) wishing to participate in such Dutch Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, participation in form and substance reasonably satisfactory to the form included in Auction Manager (the applicable offering document (each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof1,000,000, that such Term Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; 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 comprises equals the entire amount of the Term Loans of the applicable Class(es) held by such LenderTerm Lender at such time. Lenders A Term Lender may only submit one Return Bid per Class per Auction Purchase OfferDutch Auction, but each Return Bid may contain up to three 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 Manager, an Affiliated Lender 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 AssumptionAcceptance”). No Purchasing Borrower Party Parent or its Restricted Subsidiary, as applicable, will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of holding Term Loans of the applicable Class(es) tranche or tranches wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the applicable Auction Manager with a notice of participation, in participation (the form included in the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in principal amount increments of $5) of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)tranche or tranches, in an amount not less than $1,000,000 (or an integral multiple such lesser amount as shall constitute the aggregate amount of $1,000 in excess thereofthe Term Loans of such tranche of the assigning Lender), that such Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; provided, that 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 relevant tranche of Term Loans of the applicable Class(es) held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 applicable Auction Manager, an Affiliated Lender Assignment and Assumptionthe Assumption Agreement in the form included in the Offer Document. No Purchasing Borrower The applicable Credit Party will not have any obligation to purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable respective offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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(es) such Tranche held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 3 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the offering document (each, an “Auction Assignment and Assumption”). No Purchasing The Borrower Party will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Auction Purchase OfferDutch Auction, each Term Lender of holding Term Loans of the applicable Class(es) wishing to participate in such Dutch Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, participation in form and substance reasonably satisfactory to the form included in Auction Manager (the applicable offering document (each, a “Return Bid”) to be #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof2,000,000, that such Term Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; 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 comprises equals the entire amount of the Term Loans of the applicable Class(es) held by such LenderTerm Lender at such time. Lenders A Term Lender may only submit one Return Bid per Class per Auction Purchase OfferDutch Auction, but each Return Bid may contain up to three component bidsbids (or such other amount as may be determined by the Auction Manager), 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 Manager, an Affiliated Lender assignment and acceptance in the form included in the Offer Documents which shall be in form and substance reasonably satisfactory to the Auction Manager (the “Auction Assignment and AssumptionAcceptance”). No Purchasing Borrower Party The Auction Offeror will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable offering document respective Offer Documents (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in principal amount increments of $5) of Term Loans (or Term Loans of a particular Class) (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans (or Term Loans of the applicable Class(esa particular Class), in an amount not less than $1,000,000 (unless another amount is agreed to by the Auction Manager) or an integral multiple of $1,000 in excess thereof, that such Lender offers is willing to offer 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 (or Term Loans of the applicable Class(esa particular Class) held by such Lender. The Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three (3) 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 Manager, an Affiliated Lender assignment and acceptance agreement in the form included in the Offer Documents (each, an “Auction Assignment and AssumptionAcceptance”). No Purchasing Borrower Party The Affiliated Persons will not have any obligation to purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is tendered outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below)) or satisfaction of the Maximum Permitted Affiliated Holding.

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of Term Loans of the applicable Class(es) Term Facility wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable respective offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of such Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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(es) such Term Facility held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three (3) 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the offering document (each, an “Auction Assignment and Assumption”). No Purchasing The applicable Borrower Party will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of holding Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, participation in form reasonably satisfactory to the form included in Auction Manager and the applicable offering document Borrower (each, a the “Return Bid”, to be included in the Offer Documents) which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof1,000,000, that such Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; 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 of the applicable Class(es) held by such LenderLender at such time. Lenders A Lender may only submit one Return Bid per Class per Auction Purchase OfferAuction, but each Return Bid may contain up to three 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 Manager, an Affiliated Lender Assignment and AssumptionAcceptance in the form included in the Offer Documents which shall be in form reasonably satisfactory to the Auction Manager, the Administrative Agent and the Borrower (the “Auction Assignment and Acceptance”). No Purchasing Borrower Party The Offeror will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of holding Term Loans of the applicable Class(es) Class wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, participation substantially in the form included in of Annex B to this Exhibit M (the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans of the applicable Class (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Class, in an amount not less than [$1,000,000 1,000,000] or an integral multiple of $1,000 in excess thereof, that such Lender offers for sale at its Reply Price (the “Reply Amount”). A ; provided, that Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount comprises the entire amount of the Term Loans of the applicable Class(es) Class held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three [three] 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 Manager, an Affiliated Lender a Borrower Assignment and AssumptionAgreement. No Purchasing Borrower Party The Purchaser will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Term B Lender of Term Loans of the applicable Class(estranche(s) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable respective offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term B Loans (the “Reply Price”) of the applicable Class(es) tranche within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)tranche, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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 B Loans of the applicable Class(es) tranche held by such Term B Lender. Term B Lenders may only submit one Return Bid per Class tranche per Auction Purchase Offer, but each Return Bid may contain up to three (3) component bids, each of which may result in a separate Qualifying Bid and each of which will not be Exhibit H Auction Procedures contingent on any other component bid submitted by such Term B 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 Manager, an Affiliated Lender Assignment and Assumption. No Purchasing The Borrower Party will purchase not prepay any Term B Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of holding Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, participation in form and substance reasonably satisfactory to the form included in Auction Manager (the applicable offering document (each, a “Return Bid”, to be included in the Offer Documents) which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof1,000,000, that such Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; 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 of the applicable Class(es) held by such LenderLender at such time. Lenders Each Lender may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three component bids, each of which may result in a separate Qualifying Bid and each of which will shall 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 Manager, an Affiliated Lender 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 Borrower (the “Borrower Assignment and AssumptionAcceptance”). No Purchasing The Borrower Party will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable respective offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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(es) held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three (3) 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the offering document (each, an “Auction Assignment and Assumption”). No Purchasing The Borrower Party will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase Offer, each Lender of Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable offering document Auction Notice (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of each Class within the applicable Class(es) within the Discount Range and (ii) the par principal amount of Term Loans of the applicable Class(es), in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, each Class that such Lender offers accepts for sale prepayment at its Reply Price Price, which must be in increments of $100,000 (the “Reply Amount”). A Lender may submit a Reply Amount that is less than the The minimum amount and incremental amount requirements described above only shall not apply if the Lender submits a Reply Amount comprises the equal to such Lender’s entire remaining amount of the its applicable Class or Classes of Term Loans of the applicable Class(es) held by such LenderLoans. Lenders may only submit one Form of Auction Procedures Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three component bidsbids (or such larger number of component bids as may be specified in the Auction Notice), 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and assumption in the form included in the Auction Notice (each, an “Auction Assignment and Assumption”). No Purchasing The Dutch Borrower Party will purchase not prepay any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below). Any Lender with outstanding Term Loans whose Return Bid is not received by the Auction Manager by the Expiration Time shall be deemed to have declined to accept any Auction Prepayment of any of its Term Loans at any discount to their par value within the Discount Range.

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of holding Term Loans of the applicable Class(es) wishing to participate in such the Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager Administrative Agent with a notice of participation, in participation (the form included in the applicable offering document (each, a “Return Bid”) which shall specify for each applicable Class of Term Loans, (i) a discount to par that must be expressed as a price per $1,000 (in principal amount increments of $5) for each such Class of Term Loans (the “Reply PriceDiscount”) of the applicable Class(es) within the Discount Range and (ii) the principal face amount of such Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple increments of $1,000 in excess thereof500,000, that such Lender thereby offers for sale at its that Reply Price Discount (the “Reply Amount”). A Lender may submit a Reply Amount in an amount that is less than the minimum increment amount and incremental amount requirements described above condition only if the Reply Amount specified in the Return Bid comprises the Lender’s entire remaining amount of the Term Loans of the applicable Class(es) held by such LenderLoans. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three component bidsbids for each applicable Class of Term Loans, 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; provided, however, that the sum of any Lender’s bid(s) may not exceed the principal face amount of Term Loans held by it. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction ManagerAdministrative Agent, an Affiliated Lender Assignment and AssumptionAcceptance. No Purchasing Borrower The Buyback Party will purchase not repurchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price Discount (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable respective offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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(es) held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three (3) 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the offering document (each, an “Auction Assignment and Assumption”). No Purchasing The Borrower Party will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each First Priority Term Lender of Term Loans of the applicable Class(estranche(s) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable offering document respective Offer Document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of First Priority Term Loans (the “Reply Price”) of the applicable Class(es) tranche within the Discount Range and (ii) the principal amount of First Priority Term Loans of the applicable Class(es)tranche, in an amount not less than $US$1,000,000 or an integral multiple of $1,000 in excess thereof, that such First Priority Term Lender offers for sale at its Reply Price (the “Reply Amount”). A First Priority 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 comprises the entire amount of the First Priority Term Loans of the applicable Class(es) tranche held by such First Priority Term Lender. First Priority Term Lenders may only submit one Return Bid per Class tranche per Auction Purchase Offer, but each Return Bid may contain up to three 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 First Priority Term Lender resulting in a Qualifying Bid. In addition to the Return Bid, the participating First Priority Term Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the Offer Document (each, an “Auction Assignment and AssumptionAcceptance”). No Purchasing The Borrower Party will not purchase any First Priority Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below)or satisfaction of the Maximum Permitted Auction Amount.

Reply Procedures. In connection with any Auction Purchase OfferDutch Auction, each Lender of Term holding Loans of the applicable Class(es) Class wishing to participate in such Dutch Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, participation in form and substance reasonably satisfactory to the form included in Auction Manager and the applicable offering document Offeror (each, a the “Return Bid”, to be included in the Offer Documents) which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Class, in an amount not less than $1,000,000 100,000 or an integral multiple of $1,000 50,000 in excess thereof, that such Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; provided that each Lender of the applicable Clas 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(es) Class held by such LenderLender at such time. Lenders A Lender may only submit one Return Bid per Class per Auction Purchase OfferDutch Auction, but each Return Bid may contain up to three 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 Manager, an Affiliated Lender Assignment and AssumptionAcceptance in the form included in the Offer Documents which shall be in the form attached as Exhibit G to the Credit Agreement or otherwise in form and substance reasonably satisfactory to the Auction Manager, the Offeror and the Administrative Agent (the “Auction Assignment and Acceptance”). No Purchasing Borrower Party The Offeror will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase Offer, each Lender of Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price (in increments of $25) per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es), in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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(es) held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender Assignment and Assumption. No Purchasing Borrower Party will purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Discounted Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Term Lender of holding Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a an irrevocable notice of participation, participation in form and substance reasonably satisfactory to the form included in Auction Manager (the applicable offering document (each, a “Return Bid”, to be included in the Offer Documents) which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof1,000,000, that such Term Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; 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 comprises the entire amount of the Term Loans of the applicable Class(es) held by such LenderTerm Lender at such time. Lenders A Term Lender may only submit one Return Bid per Class per Auction Purchase OfferAuction, but each Return Bid may contain up to three 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 Manager, an Affiliated Lender 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 AssumptionAcceptance”). No Purchasing Borrower Party The Offeror will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase Offer, each Lender of Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price (in increments of $5) per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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(es) Purchasing Borrower held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the offering document (each, an “Auction Assignment and Assumption”). No The Purchasing Borrower Party will not purchase any of its Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Term B Lender of holding Term B Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, participation in form and substance reasonably satisfactory to the form included in Auction Manager (the applicable offering document (each, a “Return Bid”, to be included in the Offer Documents) which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term B Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)B Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof1,000,000, that such Term B Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; provided that 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 comprises the entire amount of the Term B Loans of the applicable Class(es) held by such LenderTerm B Lender at such time. Lenders A Term B Lender may only submit one Return Bid per Class per Auction Purchase OfferAuction, but each Return Bid may contain up to three 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 Manager, an Affiliated Lender 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 AssumptionAcceptance”). No Purchasing The Borrower Party will not purchase any Term B Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase Offer, each Lender of Term the Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price (in increments of $5) per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es), in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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(es) held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender Assignment and Assumption. No Purchasing Borrower Party will purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase Offer, each Lender of Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price (in increments of $25) per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es), in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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 4878-5947-9875.2 Exhibit H-1 US-DOCS\137844235.6 Class(es) held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender Assignment and Assumption. No Purchasing Borrower Party will purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Discounted Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Term Lender of holding Term Loans or New Term Loans of the applicable Class(es) Class wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participationparticipation (the “Return Bid”, in the form included in the applicable offering document (eachOffer Document), a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in principal amount increments of $5) of Term Loans or New Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans or New Term Loans of the applicable Class(es)such Class, in an amount not less than $1,000,000 5,000,000 or an integral multiple of $1,000 1,000,000 in excess thereof, that such Term Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; provided, that such Term Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount comprises the entire amount of the Term Loans or New Term Loans of the applicable Class(es) Class held by such Term Lender. Lenders Each Term Lender of the applicable Class may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 BidAuction. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender Affiliate Assignment and AssumptionAgreement. No Purchasing Borrower Party Neither Holdings nor any of its Subsidiary will purchase any Term Loans or New Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of Term holding Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, participation substantially in the form included in of Annex B to this Exhibit Q (the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in principal amount increments of Term $5) of Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than [$1,000,000 1,000,000] or an integral multiple of $1,000 in excess thereof, that such Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; provided, that Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount comprises the entire amount of the Term Loans of the applicable Class(es) held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three [three] 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 Manager, an Affiliated Lender a Borrower Assignment and AssumptionAcceptance. No Purchasing Borrower Party The Purchaser will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferReverse Dutch Auction, each Lender of holding Term Loans of the applicable Class(es) wishing to participate in such Reverse Dutch Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, participation in form and substance reasonably satisfactory to the form included in Auction Manager (the applicable offering document (each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof1,000,000, that such Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; 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 of the applicable Class(es) held by such LenderLender at such time. Lenders A Lender may only submit one Return Bid per Class per Auction Purchase OfferReverse Dutch Auction, but each Return Bid may contain up to three 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 Manager, an Affiliated Lender 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 AssumptionAcceptance”). No Purchasing The Borrower Party will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of holding Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a an irrevocable notice of participation, participation in form and substance reasonably satisfactory to the form included in Auction Manager (the applicable offering document (each, a “Return Bid”, to be included in the Offer Documents) which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof1,000,000, that such Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; 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 of the applicable Class(es) held by such LenderLender at such time. Lenders A Lender may only submit one Return Bid per Class per Auction Purchase OfferAuction, but each Return Bid may contain up to three 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 Manager, an Affiliated Lender 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 “Affiliate Assignment and AssumptionAgreement”). No Purchasing Borrower Party The Offeror will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase Offer, each Lender of Term Loans of the applicable Class(es) Class wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price (in increments of $5) per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) Class within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Class, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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(es) Class held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the offering document (each, an “Auction Assignment and Assumption”). No Purchasing The Borrower Party will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of holding Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participationparticipation (the “Return Bid”, in the form included in the applicable offering document (each, a “Return Bid”Offer Document) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in principal amount increments of $5) of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 US$[1,000,000] or an integral multiple of $1,000 in excess thereof, that such Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; provided, that Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount comprises the entire amount of the Term Loans of the applicable Class(es) held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three [three] 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 Manager, an Affiliated Lender Assignment and AssumptionAcceptance in the form included in the Offer Document (the “Company Assignment and Acceptance”). No Purchasing Borrower Party The Company will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase Discounted Voluntary Prepayment Offer, each Lender of Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Discounted Voluntary Prepayment Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable offering document Auction Notice (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of each Series within the applicable Class(es) within the Discount Range and (ii) the par principal amount of Term Loans of the applicable Class(es), in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, each Series that such Lender offers accepts for sale prepayment at its Reply Price Price, which must be in increments of $100,000 (the “Reply Amount”). A Lender may submit a Reply Amount that is less than the The minimum amount and incremental amount requirements described above only shall not apply if the Lender submits a Reply Amount comprises the equal to such Lender’s entire remaining amount of the its applicable Series of Term Loans of the applicable Class(es) held by such LenderLoans. Lenders may only submit one Return Bid per Class Series per Auction Purchase Discounted Voluntary Prepayment Offer, but each Return Bid may contain up to three component bidsbids (or such larger number of component bids as may be specified in the Auction Notice), 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the Auction Notice (each, an “Auction Assignment and Assumption”). No Purchasing Borrower Party The Borrowers will purchase not prepay any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below). Any Lender with outstanding Term Loans whose Return Bid is not received by the Auction Manager by the Expiration Time shall be deemed to have declined to accept any Discounted Voluntary Prepayment of any of its Term Loans at any discount to their par value within the Discount Range.

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Term Lender of Term Loans of the each applicable Class(es) Class wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable respective offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans of each applicable Class (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the each applicable Class(es)Class, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender offers for sale at its Reply Price (the “Reply Amount”). A 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 comprises the entire amount of the Term Loans of the each applicable Class(es) Class held by such Term Lender. Term Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three (3) 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 Term Lender resulting in a Qualifying Bid. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the offering document (each, an “Auction Assignment and Assumption”). No Purchasing The applicable Borrower Party will not purchase any Term Loans of any applicable Class at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of holding Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, participation in form and substance reasonably satisfactory to the form included in Auction Manager (the applicable offering document (each, a “Return Bid”, to be included in the Offer Documents) which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof1,000,000, that such Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; 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 of the applicable Class(es) respective Class held by such LenderLender at such time. Lenders Each Lender may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three component bids, each of which may result in a separate Qualifying Bid and each of which will shall 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 Manager, an Affiliated Lender 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 Borrower (on behalf of the Borrowers) (the “Borrower Assignment and AssumptionAcceptance”). No Purchasing Borrower Party The Borrowers will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferDutch Auction, each Term Loan A Lender of and Incremental Term Lender holding Term Loans of the applicable Class(es) wishing to participate in such Dutch Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, participation in form and substance reasonably satisfactory to the form included in Auction Manager (the applicable offering document (each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof[AMOUNT], that such Term Loan A Lender offers or Incremental Term Lender is willing to offer for sale at its Reply Price (the “Reply Amount”). ; provided that each Term Loan A Lender and Incremental 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 comprises equals the entire amount of the Term Loans of the applicable Class(es) held by such LenderTerm Loan A Lender or Incremental Term Lender at such time. Lenders A Term Loan A Lender or Incremental Term Lender may only submit one Return Bid per Class per Auction Purchase OfferDutch Auction, but each Return Bid may contain up to three 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 A Lender or Incremental Term Lender resulting in a Qualifying Bid. In addition to the Return Bid, the a participating Term Loan A Lender or Incremental Term Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender 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 AssumptionAcceptance”). No Purchasing The Parent Borrower Party will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Term Lender of Term Loans of the each applicable Class(es) Class wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable respective offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans of each applicable Class (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the each applicable Class(es)Class, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender offers for sale at its Reply Price (the “Reply Amount”). A 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 comprises the entire amount of the Term Loans of the each applicable Class(es) Class held by such Term Lender. Term Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three (3) 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 Term Lender resulting in a Qualifying Bid. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the offering document (each, an “Auction Assignment and Assumption”). No Purchasing The Lux Borrower Party will not purchase any Term Loans of any applicable Class at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of holding Term Loans of the applicable Class(es) tranche or tranches wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the applicable Auction Manager with a notice of participation, in participation (the form included in the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in principal amount increments of $5) of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)tranche or tranches, in an amount not less than $US$1,000,000 (or an integral multiple such lesser amount as shall constitute the aggregate amount of $1,000 in excess thereofthe Term Loans of such tranche of the assigning Lender), that such Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; provided, that 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 relevant tranche of Term Loans of the applicable Class(es) held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 applicable Auction Manager, an Affiliated Lender the Affiliate Purchaser Assignment and AssumptionAgreement in the form included in the Offer Document. No Purchasing Borrower Party The Affiliate Purchaser will not have any obligation to purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Term B Lender of Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable respective offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term B Loans (the “Reply Price”) of the applicable Class(es) Class within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Class, in an amount not less than $1,000,000 500,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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 B Loans of the applicable Class(es) Class held by such Term B Lender. Term B Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three (3) 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 Term B Lender resulting in a Qualifying Bid. In addition to the Return Bid, the participating Term B Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the offering document (each, an "Auction Assignment and Assumption"). No Purchasing The Borrower Party will purchase not prepay any Term B Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase Offer, each Lender of Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form Exhibit F included in the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price (in increments of $25) per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es), in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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(es) held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender Assignment and Assumption. No Purchasing Borrower Party will purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Discounted Price (as defined below).

Reply Procedures. In connection with any Auction Purchase Offer, each Lender of Term Loans of the applicable Class(es) Class wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price (in increments of $5) per $1,000 in principal amount of Term Initial Loans or New Loans (the “Reply Price”) of the applicable Class(es) Class within the Discount Range and (ii) the principal amount of Term Initial Loans or New Loans of the applicable Class(es)Class, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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 Initial Loans or New Loans of the applicable Class(es) Class held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the offering document (each, an “Auction Assignment and Assumption”). No Purchasing The Borrower Party will not purchase any Term Initial Loans or New Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of holding Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, participation substantially in the form included in of Annex B to this Exhibit M (the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in principal amount increments of $5) of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; provided, that Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount comprises the entire amount of the Term Loans of the applicable Class(es) held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 Manager, an Affiliated Lender Borrower Assignment and AssumptionAgreement. No Purchasing Borrower Party The Purchaser will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Term B Lender of Term Loans of the applicable Class(estranche(s) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable respective offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term B Loans (the “Reply Price”) of the applicable Class(es) tranche within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)tranche, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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 B Loans of the applicable Class(es) tranche held by such Term B Lender. Term B Lenders may only submit one Return Bid per Class tranche per Auction Purchase Offer, but each Return Bid may contain up to three (3) 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 Term B 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 Manager, an Affiliated Lender Assignment and Assumption. No Purchasing The Borrower Party will purchase not prepay any Term B Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of holding Term Loans, Incremental Term Loans of the applicable Class(es) or Refinancing Term Loans wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, participation substantially in the form included in of Annex B to this Exhibit L (the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in principal amount increments of $5) of Term Loans, Incremental Term Loans or Refinancing Term Loans, as applicable (the “Reply Price”) of the applicable Class(es) ), within the Discount Range and (ii) the principal amount of Term Loans, Incremental Term Loans of the applicable Class(es)or Refinancing Term Loans, as applicable, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; provided, that Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount comprises the entire amount of the Term Loans, Incremental Term Loans of the applicable Class(es) or Refinancing Term Loans, as applicable, held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment agreement in the form of Annex C to this Exhibit L (an “Affiliate Assignment and AssumptionAgreement”). No Purchasing Borrower Party The Purchaser will not purchase any Term Loans, Incremental Term Loans or Refinancing Term Loans, as applicable, at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase Offer, each Lender of Term Loans of the applicable Class(es) Class wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price (in increments of $5) per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) Class within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Class, in an amount not less than $1,000,000 [1,000,000] or an integral multiple of $1,000 in excess thereof, that such Lender 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(es) Class held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the offering document (each, an “Auction Assignment and Assumption”). No Purchasing The Borrower Party will not purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of Term Loans of the applicable Class(es) of Term Loans wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price (in increments of $5) per $1,000 in principal amount of Term Loans of the applicable Class(es) (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es), in an amount not less than $1,000,000 $ 500,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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(es) that are subject to such Auction held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase OfferAuction, but each Return Bid may contain up to three 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and assumption in the form included in the applicable offering document (each, an “Auction Assignment and Assumption”). No Purchasing The Borrower Party will not purchase any Term Loans of any Class at a price that is outside of the applicable Discount RangeRange for such Class, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range for such Class be considered in any calculation of the Applicable Threshold Price (as defined below)) for such Class.

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of holding Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participationparticipation (the “Return Bid”, in the form included in the applicable offering document (each, a “Return Bid”Offer Document) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in principal amount increments of $5) of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $US$1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A ; provided, that Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount comprises the entire amount of the Term Loans of the applicable Class(es) held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 Manager, an Affiliated Lender appropriately completed Assignment and AssumptionAgreement (the “NewPageCo Assignment Agreement”). No Purchasing Borrower Party NewPageCo will not purchase any Term Loans at a price that is outside of higher than the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside higher than such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Term Lender of Term Loans of the each applicable Class(es) Class wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable respective offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans of each applicable Class (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the each applicable Class(es)Class, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender offers for sale at its Reply Price (the “Reply Amount”). A 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 comprises the entire amount of the Term Loans of the each applicable Class(es) Class held by such Term Lender. Term Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three (3) 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 Term Lender resulting in a Qualifying Bid. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the offering document (each, an “Auction Assignment and Assumption”). No Purchasing The applicable Borrower Party will not purchase any Term Loans of any applicable Class at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Auction Purchase OfferAuction, each Lender of holding Refinancing Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a an irrevocable notice of participation, participation in form and substance reasonably satisfactory to the form included in Auction Manager (the applicable offering document (each, a “Return Bid”, to be included in the Offer Documents) which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Refinancing Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Refinancing Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof1,000,000, that such Lender offers is willing to offer for sale at its Reply Price (the “Reply Amount”). A 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 Refinancing Term Loans of the applicable Class(es) held by such LenderLender at such time. Lenders A Lender may only submit one Return Bid per Class per Auction Purchase OfferAuction, but each Return Bid may contain up to three 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 Manager, an Affiliated Lender 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 “Affiliate Assignment and AssumptionAgreement”). No Purchasing Borrower Party The Offeror will not purchase any Refinancing Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Auction Purchase Offer, each Lender of Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable offering document (each, a “Return Bid”) ), which shall specify (i) a discount to par that must be expressed as a price (in increments of $25) per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term Loans of the applicable Class(es)Loans, in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, that such Lender 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(es) held by such Lender. Lenders may only submit one Return Bid per Class per Auction Purchase Offer, but each Return Bid may contain up to three 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 Manager, an Affiliated Lender Assignment and Assumption. No Purchasing Borrower Party will purchase any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Discounted Price (as defined below).

Reply Procedures. In connection with any Auction Purchase Prepayment Offer, each Lender of Term Loans of the applicable Class(es) wishing to participate in such Auction Purchase Prepayment Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the applicable offering document Auction Notice (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of each Class within the applicable Class(es) within the Discount Range and (ii) the par principal amount of Term Loans of the applicable Class(es), in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, each Class that such Lender offers accepts for sale prepayment at its Reply Price Price, which must be in increments of $100,000 (the “Reply Amount”). A Lender may submit a Reply Amount that is less than the The minimum amount and incremental amount requirements described above only shall not apply if the Lender submits a Reply Amount comprises the equal to such Lender’s entire remaining amount of the its applicable Class or Classes of Term Loans of the applicable Class(es) held by such LenderLoans. Lenders may only submit one Return Bid per Class per Auction Purchase Prepayment Offer, but each Return Bid may contain up to three component bidsbids (or such larger number of component 130 bids as may be specified in the Auction Notice), 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 participating Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliated Lender assignment and acceptance in the form included in the Auction Notice (each, an “Auction Assignment and Assumption”). No Purchasing The Borrower Party will purchase not prepay any Term Loans at a price that is outside of the 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 considered in any calculation of the Applicable Threshold Price (as defined below). Any Lender with outstanding Term Loans whose Return Bid is not received by the Auction Manager by the Expiration Time shall be deemed to have declined to accept any Auction Prepayment of any of its Term Loans at any discount to their par value within the Discount Range.