Auction Procedures. The provisions contained in Section 11.10 of the Amended and Restated Bylaws concerning Auction Procedures will be followed by the Fund and, to the extent applicable, the Auction Agent, and the provisions contained therein are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were set forth fully herein.
Auction Procedures. (a) In connection with an Auction, the Borrower will provide notification to the Administrative Agent (for distribution to the Term Loan Lenders of the applicable Facility with respect to which such notice relates) of the Auction (an “Auction Notice”), which shall be substantially in the form of Exhibit L. Each Auction Notice shall contain (i) the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the “Auction Amount”), unless otherwise agreed by the Administrative Agent, (ii) the name of the relevant Facility or Facilities (which for the avoidance of doubt must be in respect of Term Loans) to which the Auction relates (the “Applicable Term Loan Facility”), (iii) the discount to par, which may be a single percentage or a range of percentages (the “Discount Range”) of the par principal amount of the Term Loans of each Applicable Term Loan Facility that represents the purchase price or range of purchase prices that could be paid in the Auction with respect to such Applicable Term Loan Facility and (iv) the date by which the Term Loan Lenders of the Applicable Term Loan Facility are required to indicate their election to participate in the Auction (the “Reply Date”), which shall be not less than five Business Days after delivery of the Auction Notice.
(b) In connection with any Auction, each Term Loan Lender of the Applicable Term Loan Facility or Applicable Term Loan Facilities may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) on or before the Reply Date, substantially in the form of Exhibit M, which shall specify (i) a discount to par for Term Loans in the Applicable Term Loan Facility that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (ii) a principal amount of Term Loans in the Applicable Term Loan Facility that such Lender is willing to offer for sale at its Reply Discount which must be in increments of $500,000 (the “Reply Amount”). A Term Loan Lender in the Applicable Term Loan Facility may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to such Term Loan Lender’s entire remaining amount of such Term Loans. Term Loan Lenders may only submit one Return Bid per Auction per Applicable Term Loan Facility but each Return Bid may contain up to three component bids only one of which can result in a Qualifying Bid (as defi...
Auction Procedures. Auctions shall be conducted on each Auction Date (other than the Auction Date immediately preceding (a) each Auction Rate Note Interest Period commencing after the ownership of an Auction Rate Note is no longer maintained in book-entry form by the Depository; (b) each Auction Rate Note Interest Period commencing after the occurrence and during the continuance of a Payment Default; or (c) any Auction Rate Note Interest Period commencing less than two Business Days after the cure of a Payment Default). If, there is an Auction Agent on such Auction Date, Auctions shall be conducted in the following manner (such procedures to apply separately to each Class of Auction Rate Note):
(a) SUBMISSIONS BY EXISTING OWNERS AND POTENTIAL OWNERS TO A BROKER-DEALER.
(i) Prior to the Submission Deadline on each Auction Date:
(A) each Existing Owner of Auction Rate Notes may submit to a Broker-Dealer any information as to:
(1) the principal amount of Outstanding Auction Rate Notes, if any, held by such Existing Owner which such Existing Owner desires to continue to hold without regard to the Auction Rate for the next succeeding Auction Rate Note Interest Period;
(2) the principal amount of Outstanding Auction Rate Notes, if any, which such Existing Owner offers to sell if the Auction Rate for the next succeeding Auction Rate Note Interest Period shall be less than the rate per annum specified by such Existing Owner; and/or
(3) the principal amount of Outstanding Auction Rate Notes, if any, held by such Existing Owner which such Existing Owner offers to sell without regard to the Auction Rate for the next succeeding Auction Rate Note Interest Period; and
(B) one or more Broker-Dealers may contact Potential Owners to determine the principal amount of Auction Rate Notes which each such Potential Owner offers to purchase if the Auction Rate for the next succeeding Auction Rate Note Interest Period shall not be less than the rate per annum specified by such Potential Owner. For the purposes hereof, the communication to a Broker-Dealer of information referred to in clause (A)(1), (A)(2), (A)(3) or (B) of this paragraph (i) is hereinafter referred to as an "Order" and collectively as "Orders" and each Existing Owner and each Potential Owner placing an Order is hereinafter referred to as a "Bidder" and collectively as "Bidders;" an Order containing the information referred to in (x) clause (A)(1) of this paragraph (i) is hereinafter referred to as a "Hold Order" and collectively as ...
Auction Procedures. This Exhibit C is intended to summarize certain basic terms of the modified Dutch auction (an “Auction”) procedures pursuant to and in accordance with the terms and conditions of Section 2.24 of the Credit Agreement, of which this Exhibit C is a part. It is not intended to be a definitive statement of all of the terms and conditions of an Auction, the definitive terms and conditions for which shall be set forth in the applicable offering document. None of the Administrative Agent, the Auction Manager, or any of their respective affiliates or any officers, directors, employees, agents or attorneys-in-fact of such Persons (together with the Administrative Agent and its affiliates, the “Agent-Related Person”) makes any recommendation pursuant to any offering document as to whether or not any Lender should sell its Term Loans to the Borrower pursuant to any offering documents, nor shall the decision by the Administrative Agent, the Auction Manager or any other Agent-Related Person (or any of their affiliates) in its respective capacity as a Lender to sell its Term Loans to the Borrower be deemed to constitute such a recommendation. Each Lender should make its own decision on whether to sell any of its Term Loans and, if it decides to do so, the principal amount of and price to be sought for such Term Loans. In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each Auction and the relevant offering documents. Capitalized terms not otherwise defined in this Exhibit C have the meanings assigned to them in the Credit Agreement.
Auction Procedures. In the event of any conflict between this Schedule I and Exhibit A, this Schedule I shall prevail.
Auction Procedures. The provisions contained in the Auction Procedures will be followed by the Fund and, to the extent applicable, the Auction Agent, and the provisions contained therein are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were set forth fully herein.
Auction Procedures. This Schedule is intended to summarize certain basic terms of the reverse Dutch auction procedures pursuant to and in accordance with the terms and conditions of Section 2.19 of the Agreement, of which this Schedule is a part. It is not intended to be a definitive statement of all of the terms and conditions of a reverse Dutch auction, the definitive terms and conditions for which shall be set forth in the applicable offering document. None of the Agent, the Auction Manager or any other Agent-Related Person, or any of their respective affiliates makes any recommendation pursuant to any offering document as to whether or not any Term Lender should sell its Term Loans to the Borrower pursuant to any offering documents, nor shall the decision by the Agent, the Auction Manager or any other Agent-Related Person (or any of their affiliates) in its respective capacity as a Term Lender to sell its Term Loans to the Borrower be deemed to constitute such a recommendation. Each Term Lender should make its own decision on whether to sell any of its Term Loans and, if it decides to do so, the principal amount of and price to be sought for such Term Loans. In addition, each Term Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each Auction and the relevant offering documents.
Auction Procedures. SECTION 2.1 Class A-3 Pass-Through Rate. ---------------------------
SECTION 2.1.1 Determining the Class A-3 Pass-Through Rate for the Class A-3 Certificates. By purchasing Class A-3 Certificates, whether in an Auction or otherwise, each purchaser of the Class A-3 Certificates, or its Broker-Dealer, must agree and shall be deemed by such purchase to have agreed (i) to participate in Auctions on the terms described herein, (ii) to have its beneficial ownership of the Class A-3 Certificates maintained at all times in Book-Entry Form for the Schedule I-5 account of its Participant, which in turn will maintain records of such beneficial ownership and (iii) to authorize such Participant to disclose to the Auction Agent such information with respect to such beneficial ownership as the Auction Agent may request. So long as the ownership of the Class A-3 Certificates is maintained in Book- Entry Form, an Existing Certificateholder may sell, transfer or otherwise dispose of Class A-3 Certificates only pursuant to a Bid or Sell Order placed in an Auction or otherwise sell, transfer or dispose of Class A-3 Certificates through a Broker-Dealer, provided that, in the case of all transfers other than pursuant to Auctions, such Existing Certificateholder, its Broker-Dealer or its Participant advises the Auction Agent of such transfer. Auctions shall be conducted on each Auction Date, if there is an Auction Agent on such Auction Date, in the following manner:
(i) Prior to the Submission Deadline on each Auction Date:
(A) each Existing Certificateholder may submit to a Broker-Dealer by telephone or otherwise any information as to:
(1) the principal amount of Outstanding Class A-3 Certificates owned by such Existing Certificateholder which such Existing Certificateholder desires to continue to own without regard to the Class A-3 Pass-Through Rate for the next succeeding Interest Accrual Period;
(2) the principal amount of Outstanding Class A-3 Certificates owned by such Existing Certificateholder which such Existing Certificateholder offers to sell if the Class A-3 Pass- Through Rate for the next succeeding Interest Accrual Period shall be less than the rate per annum specified by such Existing Certificateholder; and/or
(3) the principal amount of Outstanding Class A-3 Certificates owned by such Existing Certificateholder which such Existing Certificateholder offers to sell without regard to the Class A-3 Pass-Through Rate for the next succeeding Interest Accrual Period; an...
Auction Procedures. Exhibit A..................................
Auction Procedures. Pre-Auction Process
