Common use of Reply Procedures Clause in Contracts

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

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

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

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

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

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