Common use of Reply Procedures Clause in Contracts

Reply Procedures. In connection with any Auction, each Lender of Term Loans wishing to participate in such Auction 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”) within the Discount Range and (ii) the principal amount of 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 Term Loans that are subject to such Auction held by such Lender. Lenders may only submit one Return Bid per Auction 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 by the Auction Manager, an assignment and acceptance in the form included in the applicable offering document (each, an “Auction Assignment and Assumption”). The Borrower 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, each Term Lender of holding Term Loans of the applicable Class wishing to participate in such Auction 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 increments of $5) in principal amount of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans of 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 that are subject to such Auction of the applicable Class held by such Term Lender. Lenders Each Term Lender of the applicable Class may only submit one Return Bid per Auction 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 BidAuction. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance in the form included in the applicable offering document (each, an “Auction Affiliate Assignment and Assumption”)Agreement. The Borrower Neither Holdings nor any of its 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 AuctionPurchase Offer, each Lender of Term Loans of the applicable 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 per $1,000 (in increments of $525) per $1,000 in principal amount of Term Loans of the applicable Class (the “"Reply Price”") within the Discount Range and (ii) the principal amount of Term Loans in an amount not less than $1,000,000 or an integral multiple of $1,000 in excess thereof, the applicable Class 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 that are subject to such Auction held by such Lender. Lenders may only submit one Return Bid 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 assignment Affiliated Lender Assignment and acceptance Assumption Agreement in the form included in the applicable offering document (each, an “Auction Assignment and Assumption”). The attached to this Exhibit I as Annex I. No Borrower or Subsidiary of a Borrower 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, each Term Lender of Term Loans wishing to participate in such Auction 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”) within the Discount Range Range; and (ii) the principal amount of such Term Loans 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 Term Loans that are subject to such Auction held by such Term Lender. Term Lenders may only submit one Return Bid per Auction 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 by the Auction Manager, an assignment and acceptance agreement in the form included in the applicable offering document (each, an “Auction Assignment and AssumptionAgreement”). The Borrower 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)Price.

Reply Procedures. In connection with any Auction, each Term Lender of holding Term Loans or New Term Loans of the applicable Class wishing to participate in such Auction 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 increments of $5) in principal amount of Term Loans or New Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans or New Term Loans of 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 that are subject to such Auction or New Term Loans of the applicable Class held by such Term Lender. Lenders Each Term Lender of the applicable Class may only submit one Return Bid per Auction 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 BidAuction. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance in the form included in the applicable offering document (each, an “Auction Affiliate Assignment and Assumption”)Agreement. The Borrower Neither Holdings nor any of its Subsidiary will not 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).