Common use of Acceptance Procedures Clause in Contracts

Acceptance Procedures. Based on the Reply Prices and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with the Borrower, will calculate the lowest purchase price (the “Applicable Threshold Price”) for such Auction Prepayment Offer within the Discount Range for such Auction Prepayment Offer that will allow the Borrower to complete the Auction Prepayment Offer by prepaying the full Auction Amount (or such lesser amount of Term Loans for which the Borrower has received Qualifying Bids). The Borrower shall prepay Term Loans of each Lender whose Return Bid is within the Discount Range and contains a Reply Price that is equal to or less than the Applicable Threshold Price (each, a “Qualifying Bid”). All Term Loans included in Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid) received at a Reply Price lower than the Applicable Threshold Price will be prepaid at the Applicable Threshold Price, subject to proration as set forth in paragraph (d) below. Each participating Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five business days from the date of the Expiration Time.

Acceptance Procedures. Based on the Reply Prices and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with the Borrowerapplicable Purchasing Borrower Party, will calculate the lowest purchase price (the “Applicable Threshold Price”) for such Auction Prepayment Purchase Offer within the Discount Range for such Auction Prepayment Purchase Offer that will allow the such Purchasing Borrower Party to complete the Auction Prepayment Purchase Offer by prepaying purchasing the full Auction Amount (or such lesser amount of Term Loans for which the such Purchasing Borrower Party has received Qualifying Bids). The Subject to the conditions contained in the Auction Notice, the applicable Purchasing Borrower Party shall prepay purchase Term Loans of the applicable Class(es) from each Lender whose Return Bid is within the Discount Range and contains a Reply Price that is equal to or less than the Applicable Threshold Price (each, a “Qualifying Bid”). All Term Loans of the applicable Class included in Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid) received at a Reply Price lower than the Applicable Threshold Price will be prepaid purchased at the Applicable Threshold Price, such applicable Reply Prices and shall not be subject to proration as set forth in paragraph (d) belowproration. Each participating Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five business days Business Days from the date of the Expiration Time.

Acceptance Procedures. Based on the Reply Prices and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with the Borrower, will calculate the lowest purchase price (the “Applicable Threshold Price”) for such Auction Prepayment Purchase Offer within the Discount Range for such Auction Prepayment Purchase Offer that will allow the Borrower to complete the Auction Prepayment Purchase Offer by prepaying purchasing the full Auction Amount (or such lesser amount of Term Loans or Other Term Loans for which the Borrower has received Qualifying Bids). The Borrower shall prepay purchase Term Loans or Other Term Loans of the applicable Class from each Lender whose Return Bid is within the Discount Range and contains a Reply Price that is equal to or less than the Applicable Threshold Price (each, a “Qualifying Bid”). All Term Loans or Other Term Loans of the applicable Class included in Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid) received at a Reply Price lower than the Applicable Threshold Price will be prepaid purchased at the Applicable Threshold Price, such applicable Reply Prices and shall not be subject to proration as set forth in paragraph (d) belowproration. Each participating Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five business days from the date of the Expiration Time.

Acceptance Procedures. Based on the Reply Prices and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with the Borrower, will calculate the lowest purchase price (the “Applicable Threshold Price”) for such Auction Prepayment Purchase Offer within the Discount Range for such Auction Prepayment Purchase Offer that will allow the Borrower to complete the Auction Prepayment Purchase Offer by prepaying purchasing the full Auction Amount (or such lesser amount of Term Loans for which the Borrower has received Qualifying Bids). The Borrower shall prepay purchase Term Loans of the applicable Class from each Lender whose Return Bid is within the Discount Range and contains a Reply Price that is equal to or less than the Applicable Threshold Price (each, a “Qualifying Bid”). All Term Loans of the applicable Class included in Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid) received at a Reply Price lower than the Applicable Threshold Price will be prepaid purchased at the Applicable Threshold Price, such applicable Reply Prices and shall not be subject to proration as set forth in paragraph (d) belowproration. Each participating Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five business days from the date of the Expiration Time.

Acceptance Procedures. Based on the Reply Prices and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with the Purchasing Borrower, will calculate the lowest purchase price (the “Applicable Threshold Price”) for such Auction Prepayment Purchase Offer within the Discount Range for such Auction Prepayment Purchase Offer that will allow the Purchasing Borrower to complete the Auction Prepayment Purchase Offer by prepaying purchasing the full Auction Amount (or such lesser amount of its Term Loans for which the Purchasing Borrower has received Qualifying Bids). The Purchasing Borrower shall prepay purchase its Term Loans of from each Lender whose Return Bid is within the Discount Range and contains a Reply Price that is equal to or less than the Applicable Threshold Price (each, a “Qualifying Bid”). All Term Loans included in Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid) received at a Reply Price lower than the Applicable Threshold Price will be prepaid purchased at the Applicable Threshold Price, such applicable Reply Prices and shall not be subject to proration as set forth in paragraph (d) belowproration. Each participating Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five business days from the date of the Expiration Time.

Acceptance Procedures. Based on the Reply Prices and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with the Borrower, will calculate the lowest purchase price (the “Applicable Threshold Price”) for such Auction Prepayment Purchase Offer within the Discount Range for such Auction Prepayment Purchase Offer that will allow the Borrower to complete the Auction Prepayment Purchase Offer by prepaying purchasing the full Auction Amount (or such lesser amount of Term Initial Loans or New Loans for which the Borrower has received Qualifying Bids). The Borrower shall prepay Term purchase Initial Loans or New Loans of the applicable Class from each Lender whose Return Bid is within the Discount Range and contains a Reply Price that is equal to or less than the Applicable Threshold Price (each, a “Qualifying Bid”). All Term Initial Loans or New Loans of the applicable Class included in Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid) received at a Reply Price lower than the Applicable Threshold Price will be prepaid purchased at the Applicable Threshold Price, such applicable Reply Prices and shall not be subject to proration as set forth in paragraph (d) belowproration. Each participating Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five business days from the date of the Expiration Time.

Acceptance Procedures. Based on the Reply Prices and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with the Borrower, will calculate the lowest purchase price (the “Applicable Threshold Price”) for such Auction Discounted Voluntary Prepayment Offer within the Discount Range for such Auction Discounted Voluntary Prepayment Offer that will allow the Borrower to complete the Auction Discounted Voluntary Prepayment Offer by prepaying the full Auction Amount (or such lesser amount of Term B Loans for which the Borrower has received Qualifying Bids). The Borrower shall prepay Term B Loans of each Term B Lender whose Return Bid is within the Discount Range and contains a Reply Price that is equal to or less than the Applicable Threshold Price (each, a “Qualifying Bid”). All Term B Loans included in Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid) received at a Reply Price lower than the Applicable Threshold Price will be prepaid at the Applicable Threshold Price, subject to proration as set forth in paragraph (d) below. Each participating Term B Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five business days Business Days from the date of the Expiration Time.

Acceptance Procedures. Based on the Reply Prices and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with the Dutch Borrower, will calculate the lowest purchase price (the “Applicable Threshold Price”) for such Auction Prepayment Purchasse Offer within the Discount Range for such Auction Prepayment Purchase Offer that will allow the Dutch Borrower to complete the Auction Prepayment Purchase Offer by prepaying the full Auction Amount (or such lesser amount of Term Loans for which the Dutch Borrower has received Qualifying Bids). The Dutch Borrower shall prepay Term Loans of each Lender whose Return Bid is within the Discount Range and contains a Reply Price that is equal to or less than the Applicable Threshold Price (each, a “Qualifying Bid”). All Term Loans included in Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid) received at a Reply Price lower than the Applicable Threshold Price will be prepaid at the Applicable Threshold Price, subject to proration as set forth in paragraph (d) below. Each participating Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five business days from the date of the Expiration Time.

Acceptance Procedures. Based on the Reply Prices and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with the Borrowerapplicable Purchasing Borrower Party, will calculate the lowest purchase price (the “Applicable Threshold Price”) for such Auction Prepayment Purchase Offer within the Discount Range for such Auction Prepayment Purchase Offer that will allow the such Purchasing Borrower Party to complete the Auction Prepayment Purchase Offer by prepaying purchasing the full Auction Amount (or such lesser amount of Term Loans for which the such Purchasing Borrower Party has received Qualifying Bids). The Subject to the conditions contained in the Auction Notice, the applicable Purchasing Borrower Party shall prepay Term purchase Loans of the applicable Class(es) from each Lender whose Return Bid is within the Discount Range and contains a Reply Price that is equal to or less than the Applicable Threshold Price (each, a “Qualifying Bid”). All Term Loans of the applicable Class included in Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid) received at a Reply Price lower than the Applicable Threshold Price will be prepaid purchased at the Applicable Threshold Price, such applicable Reply Prices and shall not be subject to proration as set forth in paragraph (d) belowproration. Each participating Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five business days from the date of the Expiration Time.

Acceptance Procedures. Based on the Reply Prices and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with the BorrowerBorrowers, will calculate the lowest purchase price (the “Applicable Threshold Price”) for such Auction Discounted Voluntary Prepayment Offer within the Discount Range for such Auction Discounted Voluntary Prepayment Offer that will allow the Borrower Borrowers to complete the Auction Discounted Voluntary Prepayment Offer by prepaying the full Auction Amount (or such lesser amount of Term Loans for which the Borrower has Borrowers have received Qualifying Bids). The Borrower Borrowers shall prepay Term Loans of each Lender whose Return Bid is within the Discount Range and contains a Reply Price that is equal to or less than the Applicable Threshold Price (each, a “Qualifying Bid”). All Term Loans included in Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid) received at a Reply Price lower than the Applicable Threshold Price will be prepaid at the Applicable Threshold Price, subject to proration as set forth in paragraph (d) below. Each participating Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five business days Business Days from the date of the Expiration Time.

Acceptance Procedures. Based on the Reply Prices and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with the Borrowerapplicable Purchasing Company Party, will calculate the lowest purchase price (the “Applicable Threshold Price”) for such Auction Prepayment Purchase Offer within the Discount Range for such Auction Prepayment Purchase Offer that will allow the Borrower such Purchasing Company Party to complete the Auction Prepayment Purchase Offer by prepaying purchasing the full Auction Amount (or such lesser amount of Term Loans for which the Borrower such Purchasing Company Party has received Qualifying Bids). The Borrower Subject to the conditions contained in the Auction Notice, the applicable Purchasing Company Party shall prepay purchase Term Loans of the applicable Class(es) from each Lender whose Return Bid is within the Discount Range and contains a Reply Price that is equal to or less than the Applicable Threshold Price (each, a “Qualifying Bid”). All Term Loans of the applicable Class included in Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid) received at a Reply Price lower than the Applicable Threshold Price will be prepaid purchased at the Applicable Threshold Price, such applicable Reply Prices and shall not be subject to proration as set forth in paragraph (d) belowproration. Each participating Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five business days from the date of the Expiration Time.

Acceptance Procedures. Based on the Reply Prices and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with the Borrowerapplicable Purchasing Borrower Party, will calculate the lowest purchase price (the “Applicable Threshold Price”) for such Auction Prepayment Purchase Offer within the Discount Range for such Auction Prepayment Purchase Offer that will allow the such Purchasing Borrower Party to complete the Auction Prepayment Purchase Offer by prepaying purchasing the full Auction Amount (or such lesser amount of Term Loans for which the such Purchasing Borrower Party has received Qualifying Bids). The Subject to the conditions contained in the Auction Notice, the applicable Purchasing Borrower Party shall prepay purchase Term Loans of the applicable Class(es) from each Lender whose Return Bid is within the Discount Range and contains a Reply Price that is equal to or less than the Applicable Threshold Price (each, a “Qualifying Bid”). All Term Loans of the applicable Class included in Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid) received at a Reply Price lower than the Applicable Threshold Price will be prepaid purchased at the Applicable Threshold Price, such applicable Reply Prices and shall not be subject to proration as set forth in paragraph (d) belowproration. Each participating Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five business days from the date of the Expiration Time.