Common use of AUCTION PROCEDURE Clause in Contracts

AUCTION PROCEDURE. On any Business Day, the Seller may request the Agent, on behalf of the Company and the Bank Investors, to conduct an auction with respect to the Pledged Interest and the interest in the Secured Note represented by all or a specified portion (such portion to have been specified by the Pledgors) of the Receivables and the Related Security on the terms and conditions set forth herein. With respect to any such auction, the Agent shall accept the highest bid submitted so long as (i) at least two bids are received, and at least one bid is made by a Person that is not a Pledgor or an Affiliate of the Pledgors, (ii) the highest such bid shall be at least equal to the amount necessary so that after giving effect to the application of such proceeds to pay Net Investment and other Aggregate Unpaids, the remaining Net Investment and Net Receivables Balance will be such that the Percentage Factor will not exceed the Maximum Percentage Factor and (iii) the highest such bid shall in addition not be less than the principal component of the Company's maturing Commercial Paper which was issued to fund the portion of the Net Investment relating to the Receivables being auctioned or the principal component subject to the Tranche Period otherwise utilized by the Company or the Bank Investors to fund such portion of the Net Investment, as applicable plus all unreimbursed Servicer Advances and all Discount associated with the Tranche Periods utilized to fund such portion of the Net Investment, as well as all other Carrying Costs related to the auctioned Contracts accrued through the date of such reassignment. The Pledgors shall be entitled to notification of the amount of the highest qualifying bid for any such auction and either or both Pledgors, or any Affiliate thereof, shall be entitled to purchase the auctioned portion of the Pledged Interest for an amount equal to such highest bid. The method, manner, time, place and terms of any such auction shall be commercially reasonable. The Pledgors shall also be obligated to pay to the Agent the Agent's reasonable legal fees and expenses incurred in connection with any such auction and any Early Collection Fees in connection with such auction. Upon the deposit to the Collection Account and the payment to the Company of the amounts described in this Section, the Agent shall execute and deliver to the Person so acquiring the Receivables at such Person's expense, such documents or instruments as are necessary to terminate the Agent's interest in the Receivables and the Related Security.

AUCTION PROCEDURE. On any Business Day, the Seller may request the Agent, on behalf of the Company and the Bank Investors, to conduct an auction with respect to the Pledged Interest and the interest in the Secured Note represented by all or a specified portion (such portion to have been specified by the Pledgors) of the Receivables and the Related Security on the terms and conditions set forth herein. With respect to any such auction, the Agent shall accept the highest bid submitted so long as (i) at least two bids are received, and at least one bid is made by a Person that is not a Pledgor or an Affiliate of the Pledgors, (ii) the highest such bid shall be at least equal to the amount necessary so that after giving effect to the application of such proceeds to pay Net Investment and other Aggregate Unpaids, the remaining Net Investment and Net Receivables Balance will be such that the Percentage Factor will not exceed the Maximum Percentage Factor and (iii) the highest such bid shall in addition not be less than the principal component of the Company's maturing Commercial Paper which was issued to fund the portion of the Net Investment relating to the Receivables being auctioned or the principal component subject to the Tranche Period otherwise utilized by the Company or the Bank Investors to fund such portion of the Net Investment, as applicable plus all unreimbursed Servicer Advances and all Discount associated with the Tranche Periods utilized to fund such portion of the Net Investment, as well as all other Carrying Costs related to the auctioned Contracts accrued through the date of such reassignment. The Pledgors shall be entitled to notification of the amount of the highest qualifying bid for any such auction and either or both Pledgors, or any Affiliate thereof, shall be entitled to purchase the auctioned portion of the Pledged Interest for an amount equal to such highest bid. The method, manner, time, place and terms of any such auction shall be commercially reasonable. The Pledgors shall also be obligated to pay to the Agent the Agent's reasonable legal fees and expenses incurred in connection with any such auction and any Early Collection Fees in connection with such auction. Upon the deposit to the Collection Account and the payment to the Company of the amounts described in this Section, the 57 63 Agent shall execute and deliver to the Person so acquiring the Receivables at such Person's expense, such documents or instruments as are necessary to terminate the Agent's interest in the Receivables and the Related Security.

AUCTION PROCEDURE. On any Business DayAuction Notice (each, the Seller may request the Agent, on behalf of the Company and the Bank Investors, to conduct an auction with respect to the Pledged Interest and the interest in the Secured Note represented by all or a specified portion (such portion to have been specified by the Pledgors“Return Bid”) of the Receivables and the Related Security on the terms and conditions set forth herein. With respect to any such auction, the Agent which shall accept the highest bid submitted so long as specify (i) at least two bids are received, 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 each Type within the applicable Discount Range and at least one bid is made by a Person that is not a Pledgor or an Affiliate of the Pledgors, (ii) the highest par principal amount of Term B Loans of each Type that such bid shall Term B Lender accepts for prepayment at its Reply Price, which must be at least equal to in increments of $100,000 (the amount necessary so that after giving effect to the application of such proceeds to pay Net Investment and other Aggregate Unpaids, the remaining Net Investment and Net Receivables Balance will be such that the Percentage Factor will not exceed the Maximum Percentage Factor and (iii) the highest such bid shall in addition not be less than the principal component of the Company's maturing Commercial Paper which was issued to fund the portion of the Net Investment relating to the Receivables being auctioned or the principal component subject to the Tranche Period otherwise utilized by the Company or the Bank Investors to fund such portion of the Net Investment, as applicable plus all unreimbursed Servicer Advances and all Discount associated with the Tranche Periods utilized to fund such portion of the Net Investment, as well as all other Carrying Costs related to the auctioned Contracts accrued through the date of such reassignment“Reply Amount”). The Pledgors minimum incremental amount requirements described above shall be entitled to notification of the amount of the highest qualifying bid for any such auction and either or both Pledgors, or any Affiliate thereof, shall be entitled to purchase the auctioned portion of the Pledged Interest for an amount not apply if Term B Lender submits a Reply Amount equal to such highest bidTerm B Lender’s entire remaining amount of its applicable Type of Term B Loans. Term B Lenders may only submit one Return Bid per Type per Discounted Voluntary Prepayment Offer, but each Return Bid may contain up to three component bids (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 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 assignment and acceptance in the form included in the Auction Notice (each, an “Auction Assignment and Assumption”). The methodBorrower will not prepay any Term B Loans at a price that is outside of the applicable Discount Range, manner, time, place and terms 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 Term B Lender with outstanding Term B 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 such auction shall be commercially reasonable. The Pledgors shall also be obligated of its Term B Loans at any discount to pay to their par value within the Agent the Agent's reasonable legal fees and expenses incurred in connection with any such auction and any Early Collection Fees in connection with such auction. Upon the deposit to the Collection Account and the payment to the Company of the amounts described in this Section, the Agent shall execute and deliver to the Person so acquiring the Receivables at such Person's expense, such documents or instruments as are necessary to terminate the Agent's interest in the Receivables and the Related SecurityDiscount Range.

AUCTION PROCEDURE. On any Business Day, the Seller may request the Agent, on behalf of the Company and the Bank Investors, to conduct an auction with respect to the Pledged Interest and the interest in the Secured Note represented by all or a specified portion (such portion to have been specified by the Pledgors) of the Receivables and the Related Security on the terms and conditions set forth herein. With respect to any such auction, the Agent shall accept the highest bid submitted so long as (i) at least two bids are received, and at least one bid is made by a Person that is not a Pledgor or an Affiliate of the Pledgors, (ii) the highest such bid 1.1.1 The sale shall be at least equal to the amount necessary so that after giving effect to the application of such proceeds to pay Net Investment and other Aggregate Unpaids, the remaining Net Investment and Net Receivables Balance will be such that the Percentage Factor will not exceed the Maximum Percentage Factor and (iii) the highest such bid shall in addition not be less than the principal component of the Company's maturing Commercial Paper which was issued to fund the portion of the Net Investment relating to the Receivables being auctioned or the principal component subject to the Tranche Period otherwise utilized by the Company or the Bank Investors to fund such portion control of the Net Investment, as applicable plus all unreimbursed Servicer Advances and all Discount associated with AUCTIONEER who shall have the Tranche Periods utilized sole right to fund such portion of regulate the Net Investment, as well as all other Carrying Costs related to the auctioned Contracts accrued through the date of such reassignment. The Pledgors bidding procedure. 1.1.2 Every bid shall be entitled to notification of the amount of the highest qualifying bid for any such auction and either or both Pledgors, or any Affiliate thereof, shall be entitled constitute an offer to purchase the auctioned portion Property for sale at the amount bid, which the SELLER or the AUCTIONEER may accept or reject in their sole discretion. SAMPLE 1.1.3 The highest accepted bidder shall be the PURCHASER, who shall sign these conditions of sale immediately on the fall of the Pledged Interest hammer. Should the PURCHASER fail to sign these Conditions of Sale, when requested to do so, the AUCTIONEER may, without prejudice to any other remedies that may be available to it or the SELLER, in law, declare the sale cancelled and again put up the Property for an amount equal auction. 1.1.4 Should any dispute arise between two or more bidders, the Property may be put up again and re-auctioned OR the AUCTIONEER may choose the PURCHASER from amongst the bidders, his decision to such highest bid. this effect being final. 1.1.5 The method, manner, time, place and terms of AUCTIONEER may refuse any such auction shall be commercially reasonable. The Pledgors shall also be bid without being obligated to pay furnish any reasons for such refusal and may likewise not proceed with the sale of the Property at any time prior to the Agent conclusion of the Agent's reasonable legal fees and expenses incurred sale, in connection with which event the AUCTIONEER shall not be liable for any damages whatsoever to any person(s) by reason of the sale not being proceeded with, whether it has been advertised to take place at any specific time or on any specific date or not. 1.1.6 If the AUCTIONEER suspects that a bidder is unable to pay either the AUCTIONEER’s fee or the purchase price, the AUCTIONEER may refuse to accept the bid of such bidder; alternatively, the AUCTIONEER may elect to accept it provisionally until the bidder has satisfied the AUCTIONEER that he is in a position to pay all such amounts. On the refusal of a bid under such circumstances, the Property may immediately be put up for auction and again. 1.1.7 If the AUCTIONEER commits any Early Collection Fees bona fide error in connection with such auction. Upon the deposit concluding of the sale, or in his reference to the Collection Account and Property, such error shall not be considered binding either upon the payment to the Company of the amounts described in this SectionAUCTIONEER, the Agent shall execute and deliver to SELLER, or the Person so acquiring the Receivables at such Person's expense, such documents or instruments as are necessary to terminate the Agent's interest in the Receivables and the Related SecurityPURCHASER.