Common use of Once initiated by an Auction Notice Clause in Contracts

Once initiated by an Auction Notice. the Borrowers may withdraw a Dutch Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower Representative. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided, a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch Auction shall become void if the Borrowers fail to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of Section 10.6 (g) of the Credit Agreement. The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrower Representative (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid.

Once initiated by an Auction Notice. the Borrowers Borrower may withdraw a Dutch Auction auction by written notice to the Auction Manager Agent no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager Agent at or prior to the time the Auction Manager Agent receives such written notice from the Borrower RepresentativeBorrower. Any Return Bid (including any component bid thereof) delivered to the Auction Manager Agent may not be modified, revoked, terminated or cancelled; provided, provided that a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch Auction auction shall become void if the Borrowers fail Borrower fails to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of Section 10.6 (g13.6(g) of the Credit AgreementAgreement to which this Exhibit K is attached. The purchase price for all Term Loans purchased in a Dutch Auction auction shall be paid in cash by the Borrowers Borrower directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager Agent in consultation with the Borrower Representative (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Borrower shall execute each applicable Auction Assignment and Acceptance Assumption received in connection with a Qualifying Bid.

Once initiated by an Auction Notice. the Borrowers Borrower may withdraw a Dutch Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower RepresentativeBorrower. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided, provided that a Term Loan Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch Auction shall become void if the Borrowers fail Borrower fails to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise comply with the provisions of Section 10.6 (g9.04(k) of the Credit AgreementAgreement to which this Exhibit I is attached. The purchase price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers Borrower directly to the respective assigning Term Loan Lender on a settlement date as determined by the Auction Manager in consultation with the Borrower Representative (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement date. The Borrowers Borrower shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid.

Once initiated by an Auction Notice. the Borrowers Borrower may withdraw a Dutch Auction by written notice to the Auction Manager no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at or prior to the time the Auction Manager receives such written notice from the Borrower RepresentativeBorrower. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided, a Term Loan B Lender may modify a Return Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch Auction shall may become void if the Borrowers fail Borrower or the Dutch Auction Purchaser fails to satisfy one or more of the conditions to the purchase of Term B Loans or Incremental Term B Loans set forth in, or to otherwise comply with the provisions of Section 10.6 (g10.06(h) of the Credit Agreement. The purchase price for all Term B Loans or Incremental Term B Loans purchased in a Dutch Auction shall be paid in cash by the Borrowers Dutch Auction Purchaser directly to the respective assigning Term Loan B Lender on a settlement date as determined jointly by the Borrower and the Auction Manager in consultation with the Borrower Representative (which shall be no later than ten (10) Business Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term B Loans or Incremental Term B Loans up to the settlement date. The Borrowers Dutch Auction Purchaser shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid.