Common use of Loan Repurchases Clause in Contracts

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.21, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 and 9.05 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.21. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the any Purchasing Borrower Party may from time to time, at in its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “make Auction Purchase Offer”)Offers, each such Auction Purchase Offer to be managed exclusively by X.X. Xxxxxx Securities LLC or another investment bank of recognized standing selected by such Purchasing Borrower Party following consultation with the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.23 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Auction Purchase Offer; (iii) the maximum principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the such Purchasing Borrower Party offers to purchase in any such Auction Purchase Offer shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) no Term Loan may be purchased by a Purchasing Borrower Party pursuant to this Section 2.23 unless Available Liquidity, calculated on a Pro Forma Basis, shall be at least $5,000,000; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the any Purchasing Borrower Party shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (vvi) if the Term Loans are rated by S&P and/or Xxxxx’x at the time of any Auction Purchase Offer, prior to commencing such Auction Purchase Offer, the Borrower shall have discussed such proposed Auction Purchase Offer with each (or both, as applicable) of S&P and Xxxxx’x and, based upon such discussions, shall reasonably believe that the proposed purchase of Term Loans through such Auction Purchase Offer shall not be deemed to be a “distressed exchange”; (vii) if the Term Loans are rated by S&P and/or Xxxxx’x at the time of any Auction Purchase Offer, at the time of each purchase of Term Loans pursuant to such Auction Purchase Offer, neither S&P nor Xxxxx’x shall have announced or communicated to the Borrower that the proposed purchase of Term Loans through such Auction Purchase Offer shall be deemed to be a “distressed exchange”; (viii) no more than one Auction Purchase Offer with respect to any Class may be ongoing at any one timetime and no more than four Auction Purchase Offers (regardless of Class) may be made in any one year; (viix) the such Purchasing Borrower Party represents and warrants at the time of any Auction Purchase Offer that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, MNPI that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public informationMNPI) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Auction Purchase Offer; (viix) at the time of each purchase of Term Loans through a an Auction Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Financial Officer certifying as to compliance with the preceding clause clauses (ii), (iv), (vi); , (viiivii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; and (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan); and (xxi) no Purchasing Borrower Party may use the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10proceeds, direct or indirect, from Revolving Loans to purchase any Term Loans. (b) The Any Purchasing Borrower Party must terminate any Auction Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction Purchase Offer. If the any Purchasing Borrower Party commences any Auction Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Auction Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower and such Purchasing Borrower Party reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Auction Purchase Offer shall be satisfied, then the Borrower and such Purchasing Borrower Party shall have no liability to any Lender for any termination of such Auction Purchase Offer as a result of its the failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Auction Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the any Purchasing Borrower Party pursuant to this Section 2.212.23, (x) the such Purchasing Borrower Party shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the such Purchasing Borrower Party and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 or any other provision hereof. (c) The Administrative Agent and the Lenders hereby consent to the Auction Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, 2.23 (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Auction Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 Section 2.18 and 9.05 Section 9.04 will not apply to the purchases of Term Loans pursuant to Auction Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.23. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 Article IX to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the any Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the such Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the such Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.25 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the such Borrower offers to purchase in any such Purchase Offer shall be no less than U.S. $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the such Borrower shall automatically be cancelled and retired by the such Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Adjusted Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the such Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the such Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiariesSubsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the such Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Responsible Officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower Parent is in Pro Forma Compliance with the financial covenant set forth in Section 6.10Financial Covenants (if applicable). (b) The applicable Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the a Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the such Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the such Borrower shall have no liability to any Term Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the such Borrower pursuant to this Section 2.212.25, (x) the such Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the such Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.212.25; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.132.16, 2.15 2.18 and 9.05 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.25. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.05 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer. (d) This Section 2.25 shall supersede any provisions in Section 2.18 or 9.06 to the contrary.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.20 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 50,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) no Purchase Offer may be made with the Borrower represents proceeds of the Revolving Facility and warrants at the time of each purchase of Term Loans through a Purchase Offer, there must be at least $500,000,000 of unborrowed commitments under the Revolving Facility; provided that no Loan Party this clause (vi) shall have any material non-public information with respect not be applicable if, immediately after giving effect to the Loan Parties or their subsidiariesconsummation of such Purchase Offer, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders all Obligations (other than because such contingent indemnification obligations not yet accrued and payable) shall have been paid in full and any commitment of any Lender does not wish hereunder to receive such material non-public information) prior extend credit to such time and (B) could reasonably be expected to the Borrower shall have a material effect upon, terminated or otherwise be material to, a Lender’s decision to participate in the Purchase Offerexpired; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Financial Officer certifying as to compliance with the preceding clause (vi);; and (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.212.20, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.212.20; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 2.13 and 9.05 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.20. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.03 to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the a Purchasing Borrower Party may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the BorrowerPurchasing Borrower Party) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Purchasing Borrower Party and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.23 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Purchasing Borrower Party offers to purchase in any such Purchase Offer shall be no less than U.S. $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) [Reserved]; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Purchasing Borrower Party shall automatically be cancelled and retired by the Purchasing Borrower Party on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Purchasing Borrower Party be entitled to any vote hereunder in connection with such Term Loans; (vvi) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vivii) the Purchasing Borrower Party represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiariesSubsidiaries, or with respect to the Loans or the securities of any such personPerson, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (viiviii) at the time of each purchase of Term Loans through a Purchase Offer, the Purchasing Borrower Party shall have delivered to the Auction Manager an officer’s certificate of an officer a Responsible Officer certifying as to compliance with the preceding clause (vivii); (viiiix) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis;; and (ixx) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan or Swingline Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Purchasing Borrower Party must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Purchasing Borrower Party commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Purchasing Borrower Party reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Purchasing Borrower Party shall have no liability to any Term Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Purchasing Borrower Party pursuant to this Section 2.212.23, (x) the Purchasing Borrower Party shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Purchasing Borrower Party and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.212.23; providedprovided that, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.132.11, 2.15 2.12, 2.16, 2.18, 6.10 and 9.05 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.23. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.03 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer. (d) This Section 2.23 shall supersede any provisions in Section 2.18 or 9.02 to the contrary.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the a Purchasing Borrower Party may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the BorrowerPurchasing Borrower Party) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Purchasing Borrower and reasonably acceptable to the Administrative AgentParty) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.23 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer); (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Purchasing Borrower Party offers to purchase in any such Purchase Offer shall be no less than U.S. $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) [reserved]; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Purchasing Borrower Party shall automatically be cancelled and retired by the Purchasing Borrower Party on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Purchasing Borrower Party be entitled to any vote hereunder in connection with such Term Loans; (vvi) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis;; and (ixviii) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan or Swingline Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Purchasing Borrower Party must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Purchasing Borrower Party commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Purchasing Borrower Party reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Purchasing Borrower Party shall have no liability to any Term Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Purchasing Borrower Party pursuant to this Section 2.212.23, (x) the Purchasing Borrower Party shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and purchase, (y) such purchases (and the payments made by the Purchasing Borrower Party and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 hereof2.11 hereof and (z) such purchases of Initial Term Loans shall be made on a pro rata basis between the two Tranches of Initial Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.212.23; providedprovided that, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.132.11, 2.15 2.12, 2.16, 2.18 and 9.05 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.23. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.03 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer. (d) This Section 2.23 shall supersede any provisions in Section 2.18 or 9.02 to the contrary.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one (whether Term A Loans or more Classes Term B Loans) (as determined by the Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) JPMorgan Securities LLC (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) the Required Lenders shall have consented in writing to the Borrower’s delivery of such Purchase Offer and the proposed repurchase of the applicable Term A Loans or Term B Loans, and each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.24 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes the applicable Class of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than U.S. $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) after giving effect to any purchase of Term Loans of the applicable Class pursuant to this Section 2.24, there shall be no Revolving Credit Exposure other than undrawn amounts of Letters of Credit; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (vvi) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vivii) a Purchase Offer shall apply to either Term A Loans or Term B Loans, and shall not apply to both in the same Purchase Offer; (viii) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiariesSubsidiaries, or with respect to the Loans or the securities of any such personPerson, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer;; and (viiix) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Responsible Officer certifying as to compliance with the preceding clause (viviii); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of the applicable Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Term Loan Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.212.24, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, 2.24 (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13Section 2.16, 2.15 Section 2.17 and 9.05 Section 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.24. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.03 to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the a Purchasing Borrower Party may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the BorrowerPurchasing Borrower Party) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Purchasing Borrower Party and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.20 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Purchasing Borrower Party offers to purchase in any such Purchase Offer shall be no less than U.S. $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) [Reserved.]; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Purchasing Borrower Party shall automatically be cancelled and retired by the Purchasing Borrower Party on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Purchasing Borrower Party be entitled to any vote hereunder in connection with such Term Loans; (vvi) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vivii) the Purchasing Borrower Party represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiariesSubsidiaries, or with respect to the Loans or the securities of any such personPerson, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (viiviii) at the time of each purchase of Term Loans through a Purchase Offer, the Purchasing Borrower Party shall have delivered to the Auction Manager an officer’s certificate of an officer a Responsible Officer certifying as to compliance with the preceding clause (vivii);; and (viiiix) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Purchasing Borrower Party must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Purchasing Borrower Party commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Purchasing Borrower Party reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Purchasing Borrower Party shall have no liability to any Term Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Purchasing Borrower Party pursuant to this Section 2.212.20, (x) the Purchasing Borrower Party shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Purchasing Borrower Party and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.212.20; providedprovided that, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.08, 2.09, 2.13, 2.15 2.15, 6.10 and 9.05 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.20. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.03 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer. (d) This Section 2.20 shall supersede any provisions in Section 2.15 or 9.02 to the contrary.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the a Purchasing Borrower Party may from time to time, at in its discretion, discretion (x) effect open market purchases of Term Loans on a non-pro rata basis and (y) conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “make Auction Purchase Offer”)Offers, each such Auction Purchase Offer to be managed exclusively by an investment bank of recognized standing selected by the Borrower following consultation with the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall and to be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.26 and the Auction Procedures;, in each case, so long as the following conditions are satisfied: (iii) no Default or Event of Default shall have occurred and be continuing at the time of purchase of any Term Loans or, in the case of clause (y) above, on the date of the delivery of each notice Auction Notice; (ii) the assigning Lender and the Purchasing Borrower Party shall execute and deliver to the Administrative Agent an Affiliated Assignment and Assumption in lieu of an auction Assignment and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase OfferAssumption; (iii) for the avoidance of doubt, the Lenders shall not be permitted to assign Revolving Commitments or Revolving Loans to any Purchasing Borrower Party; (iv) the maximum principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Purchasing Borrower Party offers to purchase in any such Auction Purchase Offer shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such ClassesAgent in its reasonable discretion); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) any Term Loans assigned to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder, and such Term Loans may not be resold (it being understood and agreed that (A) any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Consolidated Net Income and Consolidated EBITDA and (B) any assignment of Term Loans pursuant to this Section 2.26 shall not constitute a voluntary or mandatory prepayment of Term Loans for purposes of this Agreement); (vi) if the Term Loans are rated by S&P and/or Xxxxx’x at the time of any Auction Purchase Offer, prior to commencing such Auction Purchase Offer, the Borrower shall have discussed such proposed Auction Purchase Offer with each (or both, as applicable) of S&P and Xxxxx’x and, based upon such discussions, shall reasonably believe that the proposed purchase of Term Loans through such Auction Purchase Offer shall not be deemed to be a “distressed exchange”; (vii) if the Term Loans are rated by S&P and/or Xxxxx’x at the time of any Auction Purchase Offer, at the time of each purchase of Term Loans pursuant to such Auction Purchase Offer, neither S&P nor Xxxxx’x shall have announced or communicated to the Borrower that the proposed purchase of Term Loans through such Auction Purchase Offer shall be deemed to be a “distressed exchange”; (viii) no more than one Auction Purchase Offer with respect to any Class may be ongoing at any one timetime and no more than four Auction Purchase Offers (regardless of Class) may be made in any one year; (viix) the any Purchasing Borrower represents and warrants that no Loan Party shall not have at the time of such assignment (and shall represent and warrant at the time of such assignment that it does not have) any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, MNPI that either (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders assigning Lender (other than because any such Lender that does not wish to receive such material non-public informationMNPI) on or prior to the date of any assignment to such time and Purchasing Borrower Party or (B) if not disclosed to such Lender, could reasonably be expected to have a material effect upon, or otherwise be material to, a (1) such Lender’s decision to participate in make such assignment or (2) the Purchase Offermarket price of the Term Loans to be assigned to such Purchasing Borrower Party; (viix) at the time of each purchase of Term Loans through a an Auction Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Financial Officer of the Borrower certifying as to compliance with the preceding clause clauses (i), (v), (vi), (vii) and (ix); (viiixi) no Purchasing Borrower Party may use the proceeds, direct or indirect, from Revolving Loans to purchase any Purchase Offer with respect to Term Loans; and (xii) the aggregate principal amount of Term Loans of any Class shall be offered purchased by any Purchasing Borrower Party in open market purchases pursuant to all Term Lenders holding this Section 2.26, when taken together with the aggregate principal amount of Term Loans of such Class purchased by or assigned to Purchasing Debt Affiliates (other than Debt Fund Affiliates) pursuant to Section 9.04(f), shall not in any event exceed 25% of the initial aggregate principal amount of Term Loans of such Class (plus, in the event of a subsequent increase in the principal amount of Term Loans of such Class pursuant to an Incremental Facility, 25% of the initial amount of such increase on a pro rata basis; the date of consummation of such Incremental Facility) (ix) no purchase it being understood that such 25% limitation will be calculated based on such initial principal amounts and the cumulative principal amounts so purchased, regardless of any cancellation of any Term Loans shall be made from the proceeds of such Class purchased (including pursuant to Auction Purchase Offers) or any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10repayment or prepayment of Term Loans of such Class). (b) The A Purchasing Borrower Party must terminate any Auction Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction Purchase Offer. If the a Purchasing Borrower Party commences any Auction Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Auction Purchase Offer have in fact been satisfied), and if at such time of commencement the Purchasing Borrower Party reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Auction Purchase Offer shall be satisfied, then the Purchasing Borrower Party shall have no liability to any Lender for any termination of such Auction Purchase Offer as a result of its the failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Auction Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the a Purchasing Borrower Party pursuant to this Section 2.212.26, (x) the Purchasing Borrower Party shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Purchasing Borrower Party and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 or any other provision hereof. (c) The Administrative Agent and the Lenders hereby consent to the Auction Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; 2.26 (provided, that notwithstanding anything to the contrary contained hereinthat, no Lender shall have an obligation to participate in any such Auction Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 and 9.05 Section 2.20 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.26. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 Article IX to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the a Purchasing Borrower Party may from time to time, at in its discretion, discretion (x) effect open market purchases of Loans on a non-pro rata basis and (y) conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “make Auction Purchase Offer”)Offers, each such Auction Purchase Offer to be managed exclusively by an investment bank of recognized standing selected by the Borrower following consultation with the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall and be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 and the Auction Procedures;, in each case, so long as the following conditions are satisfied: (iii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans or shall occur as a result thereof; (ii) the assigning Lender and the Purchasing Borrower Party shall execute and deliver to the Administrative Agent an Affiliated Assignment and Assumption in connection with any Purchase Offerlieu of an Assignment and Assumption; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term any Loans that the assigned to any Purchasing Borrower offers to purchase in any such Purchase Offer Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no less than $25,000,000 longer be outstanding for any purpose hereunder, and such Loans may not be resold (unless another amount is it being understood and agreed that any assignment of Loans pursuant to by the Administrative Agent) (across all such Classesthis Section shall not constitute a prepayment of Loans for purposes of this Agreement);; and (iv) no Purchasing Borrower Party may use the aggregate principal amount (calculated on proceeds, from loans under the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant Revolving Credit Facility to purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The A Purchasing Borrower Party must terminate any Auction Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction Purchase Offer. If the a Purchasing Borrower Party commences any Auction Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Auction Purchase Offer have in fact been satisfied), and if at such time of commencement the Purchasing Borrower Party reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Auction Purchase Offer shall be satisfied, then the Purchasing Borrower Party shall have no liability to any Lender for any termination of such Auction Purchase Offer as a result of its the failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Auction Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the a Purchasing Borrower Party pursuant to this Section 2.21Section, (x) the Purchasing Borrower Party shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Purchasing Borrower Party and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section Sections 2.08 or any other provision hereof. (c) The Administrative Agent and the Lenders hereby consent to the Auction Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Auction Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, Section 2.15 and 9.05 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.21Section. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII 8 and Section 9.04 Article 9 to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction Purchase Offer. (d) The Administrative Agent shall not be required to serve as Auction Manager for, or have any other obligations to participate in (other than mechanical administrative duties), or facilitate any Auction Purchase Offer, unless it is reasonably satisfied with the terms and restrictions of such Auction Purchase Offer, and shall not have any liability in connection with, any open-market repurchases by any Purchasing Borrower Party.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, (1) offer to purchase Term Loans of individual Lenders in open market transactions or (2) conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (this clause (2), each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.25 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Adjusted Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Responsible Officer certifying as to compliance with the preceding clause (viv); (viiivii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis;; and (ixviii) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan or Swingline Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Term Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.212.25, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.212.25; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.132.16, 2.15 2.18 and 9.05 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.25. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.05 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer. (d) This Section 2.25 shall supersede any provisions in Section 2.18 or 9.06 to the contrary.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, any of the Borrower Borrowers or any of their respective Subsidiaries may from time to time, at its their discretion, conduct modified Dutch auctions in order to purchase its outstanding Term Loans of one or more Classes (as determined by the BorrowerBorrowers) in accordance with the terms of Section 10.04 (each, a “Purchase Offer”), each as if such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”Person qualifies as an Eligible Transferee), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of any such purchase of Term Loans; (and immediately after giving effect toii) the proceeds from Revolving Loans may not be used to consummate any such purchase of any Term Loans in connection with any Purchase OfferLoans; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by any of the Borrower Borrowers or any of their respective Subsidiaries shall automatically be cancelled and retired by the applicable Borrower or Subsidiary on the settlement date of the relevant purchase (and may will thereafter no longer be outstanding hereunder) (it being agreed that any gains or losses by the Borrowers or any of their respective Subsidiaries upon the purchase and cancelation of Term Loans shall not be resold) (without any increase to Consolidated taken into account in the calculation of Combined EBITDA as a result of any gains associated with cancellation of debtor Combined Net Income), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (viiv) the Borrower represents Borrowers represent and warrants warrant that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, Restricted Information that (A1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such the assigning Lender does not wish to receive such material non-public informationRestricted Information) prior to such time and (B2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer;applicable purchase transaction, in each case except to the extent that the assigning Lender has entered into a customary “big boy” letter with the Borrowers; and (viiv) at the time of each purchase of any Term Loans through a Purchase Offerpursuant to this Section 2.13, the Borrower Borrowers shall have delivered to the Auction Manager Administrative Agent an officer’s certificate of an officer Authorized Representative of the Borrowers certifying as to compliance with the preceding clause (viiv); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower Borrowers and the Subsidiaries must terminate any Purchase Offer purchase pursuant to this Section 2.13 if it fails they fail to satisfy one or more of the conditions set forth above which are required or cannot reasonably be expected to be met satisfy such conditions at the time which otherwise would have been set for such purchase of Term Loans. If the time Borrowers or any of their respective Subsidiaries commence any purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer purchase have in fact been satisfied), and if at such time of commencement the Borrower Borrowers reasonably believes believe that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer purchase shall be satisfied, then the Borrower Borrowers shall have no liability to any Lender for any termination of such Purchase Offer purchase as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offerpurchase, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower Borrowers or any of their respective Subsidiaries pursuant to this Section 2.212.13, (xi) the Borrower Term Borrowers shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (yii) such purchases (and the payments made by the Borrower Term Borrowers and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 4.01 or Section 4.02 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 and 9.05 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.21. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.24 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (viv) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ixv) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan or Swingline Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met If, at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied)Offer, and if at such time of commencement the Borrower it reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Term Loan Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.212.24, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.212.24; provided, provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.132.16, 2.15 2.18 and 9.05 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.24. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.03 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans or Other Term Loans of one or more Classes (as determined by the Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by JPMorgan Securities Inc. or another investment bank of recognized standing selected by the Borrower following consultation with the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.23 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term Loans or Other Term Loans in connection with any Purchase Offer; (iii) the maximum principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans or Other Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 15,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) after giving effect to any purchase of Term Loans or Other Term Loans of the applicable Class or Classes pursuant to this Section 2.23, the sum of (x) the amount of availability under the Revolving Facility and (y) the aggregate amount of all unrestricted cash and unrestricted Permitted Investments of the Borrower and its Subsidiaries shall not be less than $350,000,000; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans or Other Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (vvi) prior to commencing any Purchase Offer, the Borrower shall have discussed such proposed Purchase Offer with each of S&P and Xxxxx’x and, based upon such discussions, shall reasonably believe that the proposed purchase of Term Loans or Other Term Loans through such Purchase Offer shall not be deemed to be a “distressed exchange”; (vii) at the time of each purchase of Term Loans or Other Term Loans pursuant to a Purchase Offer, neither S&P nor Xxxxx’x shall have announced or communicated to the Borrower that the proposed purchase of Term Loans or Other Term Loans through such Purchase Offer shall be deemed to be a “distressed exchange”; (viii) no more than one Purchase Offer with respect to any Class may be ongoing at any one timetime and no more than four Purchase Offers (regardless of Class) may be made in any one year; (viix) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, Borrower Restricted Information that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public informationBorrower Restricted Information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer;; and (viix) at the time of each purchase of Term Loans or Other Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Responsible Officer certifying as to compliance with the preceding clause clauses (vi); ) through (viiivii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; and (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10). (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans or Other Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Term Loan Lender or Incremental Term Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans or Other Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.212.23, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans or Other Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.12 or Section 2.13 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, 2.23 (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13Section 2.16, 2.15 Section 2.17 and 9.05 Section 9.04 will not apply to the purchases of Term Loans or Other Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.23. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.05 to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other a financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) Agent (in such capacity, the “Auction Manager”” (it being understood that the Administrative Agent shall be under no obligation to act as Auction Manager)), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ixvii) no purchase of any Term Loans Revolving Loan or Swing Line Loan shall be made from outstanding at the proceeds time of any Revolving Facility Loansuch Purchase Offer; and (xviii) no more than 50% of the Borrower is in Pro Forma Compliance with Term B Loans outstanding on the financial covenant set forth in Closing Date shall be purchased pursuant to Purchase Offers or assignments pursuant to Section 6.109.05(e). (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.21, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 hereofpurchase. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 and 9.05 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.21. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “make Purchase Offer”)Offers, each such Purchase Offer to be managed exclusively by X.X. Xxxxxx Securities LLC or another investment bank of recognized standing selected by the Borrower following consultation with the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.23 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the maximum principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) after giving effect to any purchase of Term Loans of the applicable Class or Classes pursuant to this Section 2.23, the sum of (x) the amount of unused and available Revolving Commitments and (y) the aggregate amount of all Unrestricted Cash of the Borrower and its Subsidiaries shall not be less than $50,000,000; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (vvi) if the Term Loans are rated by S&P and/or Xxxxx’x at the time of any Purchase Offer, prior to commencing such Purchase Offer, the Borrower shall have discussed such proposed Purchase Offer with each (or both, as applicable) of S&P and Xxxxx’x and, based upon such discussions, shall reasonably believe that the proposed purchase of Term Loans through such Purchase Offer shall not be deemed to be a “distressed exchange”; (vii) if the Term Loans are rated by S&P and/or Xxxxx’x at the time of any Purchase Offer, at the time of each purchase of Term Loans pursuant to such Purchase Offer, neither S&P nor Xxxxx’x shall have announced or communicated to the Borrower that the proposed purchase of Term Loans through such Purchase Offer shall be deemed to be a “distressed exchange”; (viii) no more than one Purchase Offer with respect to any Class may be ongoing at any one timetime and no more than four Purchase Offers (regardless of Class) may be made in any one year; (viix) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, MNPI that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public informationMNPI) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer;; and (viix) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Financial Officer certifying as to compliance with the preceding clause clauses (ii), (iv), (vi); , (viiivii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; and (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10). (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.212.23, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 or any other provision hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, 2.23 (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 Section 2.18 and 9.05 Section 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.23. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 Article IX to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the a Purchasing Borrower Party may from time to time, at in its discretion, discretion (x) effect open market purchases of Loans on a non-pro rata basis and (y) conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “make Auction Purchase Offer”)Offers, each such Auction Purchase Offer to be managed exclusively by an investment bank of recognized standing selected by the Borrower following consultation with the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall and be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 and the Auction Procedures;, in each case, so long as the following conditions are satisfied: (iii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans or shall occur as a result thereof; (ii) the assigning Lender and the Purchasing Borrower Party shall execute and deliver to the Administrative Agent an Affiliated Assignment and Assumption in connection with any Purchase Offerlieu of an Assignment and Assumption; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term any Loans that the assigned to any Purchasing Borrower offers to purchase in any such Purchase Offer Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no less than $25,000,000 longer be outstanding for any purpose hereunder, and such Loans may not be resold (unless another amount is it being understood and agreed that any assignment of Loans pursuant to by the Administrative Agent) (across all such Classesthis Section shall not constitute a prepayment of Loans for purposes of this Agreement);; and (iv) no Purchasing Borrower Party may use the aggregate principal amount (calculated on proceeds, from loans under the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant Revolving Credit Facility to purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The A Purchasing Borrower Party must terminate any Auction Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction Purchase Offer. If the a Purchasing Borrower Party commences any Auction Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Auction Purchase Offer have in fact been satisfied), and if at such time of commencement the Purchasing Borrower Party reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Auction Purchase Offer shall be satisfied, then the Purchasing Borrower Party shall have no liability to any Lender for any termination of such Auction Purchase Offer as a result of its the failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Auction Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the a Purchasing Borrower Party pursuant to this Section 2.21Section, (x) the Purchasing Borrower Party shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Purchasing Borrower Party and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section Sections 2.08 or any other provision hereof. (c) The Administrative Agent and the Lenders hereby consent to the Auction Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Auction Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, Section 2.15 and 9.05 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.21Section. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII 8 and Section 9.04 Article 9 to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction Purchase Offer. (d) The Administrative Agent shall not be required to serve as Auction AgentManager for, or have any other obligations to participate in (other than mechanical administrative duties), or facilitate any Auction Purchase Offer, unless it is reasonably satisfied with the terms and restrictions of such Auction Purchase Offer, and shall not have any liability in connection with, any open-market repurchases by any Purchasing Borrower Party.

Loan Repurchases. (a) (1) Subject So long as no Event of Default has occurred and is continuing, the applicable Borrower may purchase its outstanding Term Loans on a non-pro rata basis through open market purchases consisting solely of cash (subject to 9.04(k)) and (2) subject to the terms and conditions set forth or referred to below, the applicable Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the applicable Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower Xxxxxx and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.24 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the applicable Borrower offers to purchase in any such Purchase Offer shall be no less than U.S. $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis;; and (ixvii) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan or Swingline Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.21, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 and 9.05 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.21. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the a Purchasing Borrower Party may from time to time, at in its discretiondiscretion (x) effect open market purchases of Loans on a non-pro rata basis, (y) conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “make Auction Purchase Offer”)Offers, each such Auction Purchase Offer to be managed exclusively by an investment bank of recognized standing selected by the Borrower following consultation with the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall and be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 and the Auction Procedures;, in each case, so long as the following conditions are satisfied, and (z) purchase Loans in connection with the initial syndication of the Loans: (iii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans or shall occur as a result thereof (other than in connection with any Purchase Offerpurchase in connection with the initial syndication of the Loans); (ii) the assigning Lender and the Purchasing Borrower Party shall execute and deliver to the Administrative Agent an Affiliated Assignment and Assumption in lieu of an Assignment and Assumption; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term any Loans that the assigned to any Purchasing Borrower offers to purchase in any such Purchase Offer Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no less than $25,000,000 longer be outstanding for any purpose hereunder, and such Loans may not be resold (unless another amount is it being understood and agreed that any assignment of Loans pursuant to by the Administrative Agent) (across all such Classesthis Section shall not constitute a prepayment of Loans for purposes of this Agreement);; and (iv) no Purchasing Borrower Party may use the aggregate principal amount (calculated on proceeds, from loans under the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant Revolving Credit Facility to purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The A Purchasing Borrower Party must terminate any Auction Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction Purchase Offer. If the a Purchasing Borrower Party commences any Auction Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Auction Purchase Offer have in fact been satisfied), and if at such time of commencement the Purchasing Borrower Party reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Auction Purchase Offer shall be satisfied, then the Purchasing Borrower Party shall have no liability to any Lender for any termination of such Auction Purchase Offer as a result of its the failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Auction Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the a Purchasing Borrower Party pursuant to this Section 2.21Section, (x) the Purchasing Borrower Party shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Purchasing Borrower Party and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section Sections 2.08 or any other provision hereof. (c) The Administrative Agent and the Lenders hereby consent to the Auction Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Auction Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, Section 2.15 and 9.05 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.21Section. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII 8 and Section 9.04 Article 9 to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction Purchase Offer. (d) The Administrative Agent shall not be required to serve as Auction Manager for, or have any other obligations to participate in (other than mechanical administrative duties), or facilitate any Auction Purchase Offer and shall not have any liability in connection with, any open-market repurchases by any Purchasing Borrower Party.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the BorrowerBorrower but excluding the Term A Loans and the Term A-1 Loans) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.25 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiariesSubsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Responsible Officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis;; and (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan or Swingline Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Term Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.212.25, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.212.25; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.132.16, 2.15 2.18 and 9.05 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.25. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.05 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer. (d) This Section 2.25 shall supersede any provisions in Section 2.18 or 9.06 to the contrary.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by Deutsche Bank Securities Inc. or another investment bank of recognized standing selected by the Borrower following consultation with the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.23 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) each Purchase Offer shall be open and offered to all Lenders on a pro rata basis; (iv) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer Auction shall be no less than $25,000,000 20.0 million (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (ivv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower pursuant to a Purchase Offer shall automatically be cancelled and retired by the Borrower Borrower, on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) no purchase of Loans by Holdings or the Borrower represents and warrants that no Loan Party shall have any material non-public information be made with respect to the Loan Parties or their subsidiaries, or with respect to proceeds of borrowings under the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer;Revolving Facility; and (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Responsible Officer certifying as to compliance with the preceding clause clauses (v) and (vi); (viii) any Purchase Offer with respect in each case to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10extent applicable. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the The Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure termination shall not not, in and of itself, result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.212.23, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the any cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of under Section 2.08 2.10 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.212.23; provided, provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 Section 2.18(c) and 9.05 Section 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.23. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.06 to the same extent as if each reference therein to the “AgentsLender” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer. (d) Each Lender participating in any Purchase Offer hereby acknowledges and agrees that in connection with such Purchase Offer, (1) the Borrower may have, and later may come into possession of, information regarding the Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Auction (such information, the “Excluded Information”), (2) such Lender has independently, without reliance on Holdings, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holdings, its Subsidiaries, the Administrative Agent or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holdings, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Auction further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the applicable Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the such Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.24 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (viv) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ixv) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan or Swingline Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met If, at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied)Offer, and if at such time of commencement the Borrower it reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Term Loan Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.212.24, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 hereof. (c) The applicable Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.212.24; provided, provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.132.16, 2.15 2.18 and 9.05 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.24. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.03 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the applicable Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the a Purchasing Borrower Party may from time to time, at in its discretion, discretion (x) effect open market purchases of Loans on a non-pro rata basis and (y) conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “make Auction Purchase Offer”)Offers, each such Auction Purchase Offer to be managed exclusively by an investment bank of recognized standing selected by the Borrower following consultation with the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall and be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 and the Auction Procedures;, in each case, so long as the following conditions are satisfied: (iii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans or shall occur as a result thereof; (ii) the assigning Lender and the Purchasing Borrower Party shall execute and deliver to the Administrative Agent an Affiliated Assignment and Assumption in connection with any Purchase Offerlieu of an Assignment and Assumption; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term any Loans that the assigned to any Purchasing Borrower offers to purchase in any such Purchase Offer Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no less than $25,000,000 longer be outstanding for any purpose hereunder, and such Loans may not be resold (unless another amount is it being understood and agreed that any assignment of Loans pursuant to by the Administrative Agent) (across all such Classesthis Section shall not constitute a prepayment of Loans for purposes of this Agreement);; and (iv) no Purchasing Borrower Party may use the aggregate principal amount (calculated on proceeds, from loans under the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant Revolving Credit Facility to purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The A Purchasing Borrower Party must terminate any Auction Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction Purchase Offer. If the a Purchasing Borrower Party commences any Auction Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Auction Purchase Offer have in fact been satisfied), and if at such time of commencement the Purchasing Borrower Party reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Auction Purchase Offer shall be satisfied, then the Purchasing Borrower Party shall have no liability to any Lender for any termination of such Auction Purchase Offer as a result of its the failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Auction Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the a Purchasing Borrower Party pursuant to this Section 2.21Section, (x) the Purchasing Borrower Party shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Purchasing Borrower Party and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section Sections 2.08 or any other provision hereof. (c) The Administrative Agent and the Lenders hereby consent to the Auction Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Auction Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, Section 2.15 and 9.05 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.21Section. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII 8 and Section 9.04 Article 9 to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction Purchase Offer. (d) The Administrative Agent shall not be required to serve as Auction Agent for, or have any other obligations to participate in (other than mechanical administrative duties), or facilitate any Auction Purchase Offer, unless it is reasonably satisfied with the terms and restrictions of such Auction Purchase Offer, and shall not have any liability in connection with, any open-market repurchases by any Purchasing Borrower Party.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other a financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) Agent (in such capacity, the “Auction Manager”” (it being understood that the Administrative Agent shall be under no obligation to act as Auction Manager)), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (xvii) no Revolving Loan or Swing Line Loan shall be outstanding at the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10time of such Purchase Offer. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.21, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 hereofpurchase. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 and 9.05 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.21. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Lead Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the BorrowerBorrowers) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Lead Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.24 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Lead Borrower shall automatically be cancelled and retired by the Lead Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Lead Borrower be entitled to any vote hereunder in connection with such Term Loans; (viv) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ixv) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan or Swingline Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met If, at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Lead Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied)Offer, and if at such time of commencement the Borrower it reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Lead Borrower shall have no liability to any Term Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Lead Borrower pursuant to this Section 2.212.24, (x) the Lead Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Lead Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.212.24; provided, provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.132.16, 2.15 2.18 and 9.05 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.24. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.03 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other a financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) Agent (in such capacity, the “Auction Manager”” (it being understood that the Administrative Agent shall be under no obligation to act as Auction Manager)), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ixvii) no purchase of any Term Loans Revolving Loan or Swing Line Loan shall be made from outstanding at the proceeds time of any Revolving Facility Loansuch Purchase Offer; (viii) no more than 50% of the Term B Loans outstanding on the Closing Date shall be purchased pursuant to Purchase Offers or assignments pursuant to Section 9.05(e); and (xix) the Borrower is in Pro Forma pro forma Compliance with the financial covenant set forth in Section 6.10Financial Covenants. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.21, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 hereofpurchase. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 and 9.05 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.21. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the a Purchasing Borrower Party may from time to time, at in its discretion, discretion (x) effect open market purchases of Term Loans on a non-pro rata basis and (y) conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “make Auction Purchase Offer”)Offers, each such Auction Purchase Offer to be managed exclusively by an investment bank of recognized standing selected by the Borrower following consultation with the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall and to be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 and the Auction Procedures;, in each case, so long as the following conditions are satisfied: (iii) no Default or Event of Default shall have occurred and be continuing at the time of purchase of any Term Loans or, in the case of clause (y) above, on the date of the delivery of each notice Auction Notice; (ii) the assigning Lender and the Purchasing Borrower Party shall execute and deliver to the Administrative Agent an Affiliated Assignment and Assumption in lieu of an auction Assignment and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase OfferAssumption; (iii) for the avoidance of doubt, the Lenders shall not be permitted to assign Revolving Commitments or Revolving Loans to any Purchasing Borrower Party; (iv) the maximum principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Purchasing Borrower Party offers to purchase in any such Auction Purchase Offer shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such ClassesAgent in its reasonable discretion); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) any Term Loans assigned to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder, and such Term Loans may not be resold (it being understood and agreed that (A) any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA and (B) any assignment of Term Loans pursuant to this Section shall not constitute a voluntary or mandatory prepayment of Term Loans for purposes of this Agreement); (vi) if the Term Loans are rated by S&P and/or Xxxxx’x at the time of any Auction Purchase Offer, prior to commencing such Auction Purchase Offer, the Borrower shall have discussed such proposed Auction Purchase Offer with each (or both, as applicable) of S&P and Xxxxx’x and, based upon such discussions, shall reasonably believe that the proposed purchase of Term Loans through such Auction Purchase Offer shall not be deemed to be a “distressed exchange”; (vii) if the Term Loans are rated by S&P and/or Xxxxx’x at the time of any Auction Purchase Offer, at the time of each purchase of Term Loans pursuant to such Auction Purchase Offer, neither S&P nor Xxxxx’x shall have announced or communicated to the Borrower that the proposed purchase of Term Loans through such Auction Purchase Offer shall be deemed to be a “distressed exchange”; (viii) no more than one Auction Purchase Offer with respect to any Class may be ongoing at any one timetime and no more than four Auction Purchase Offers (regardless of Class) may be made in any one year; (viix) the any Purchasing Borrower represents and warrants that no Loan Party shall not have at the time of such assignment (and shall represent and warrant at the time of such assignment that it does not have) any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, MNPI that either (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders assigning Lender (other than because any such Lender that does not wish to receive such material non-public informationMNPI) on or prior to the date of any assignment to such time and Purchasing Borrower Party or (B) if not disclosed to such Lender, could reasonably be expected to have a material effect upon, or otherwise be material to, a (1) such Lender’s decision to participate in make such assignment or (2) the Purchase Offermarket price of the Term Loans to be assigned to such Purchasing Borrower Party; (viix) at the time of each purchase of Term Loans through a an Auction Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Financial Officer of the Borrower certifying as to compliance with the preceding clause clauses (i), (v), (vi), (vii) and (ix); (viiixi) no Purchasing Borrower Party may use the proceeds, direct or indirect, from Revolving Loans to purchase any Purchase Offer with respect to Term Loans; and (xii) the aggregate principal amount of Term Loans of any Class shall be offered purchased by any Purchasing Borrower Party in open market purchases pursuant to all Term Lenders holding this Section, when taken together with the aggregate principal amount of Term Loans of such Class purchased by or assigned to Purchasing Debt Affiliates (other than Debt Fund Affiliates) pursuant to Section 9.04(f), shall not in any event exceed 25% of the initial aggregate principal amount of Term Loans of such Class (plus, in the event of a subsequent increase in the principal amount of Term Loans of such Class pursuant to an Incremental Facility, 25% of the initial amount of such increase on a pro rata basis; the date of consummation of such Incremental Facility) (ix) no purchase it being understood that such 25% limitation will be calculated based on such initial principal amounts and the cumulative principal amounts so purchased, regardless of any cancellation of any Term Loans shall be made from the proceeds of such Class purchased (including pursuant to Auction Purchase Offers) or any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10repayment or prepayment of Term Loans of such Class). (b) The A Purchasing Borrower Party must terminate any Auction Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction Purchase Offer. If the a Purchasing Borrower Party commences any Auction Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Auction Purchase Offer have in fact been satisfied), and if at such time of commencement the Purchasing Borrower Party reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Auction Purchase Offer shall be satisfied, then the Purchasing Borrower Party shall have no liability to any Lender for any termination of such Auction Purchase Offer as a result of its the failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Auction Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the a Purchasing Borrower Party pursuant to this Section 2.21Section, (x) the Purchasing Borrower Party shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Purchasing Borrower Party and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 or any other provision hereof. (c) The Administrative Agent and the Lenders hereby consent to the Auction Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Auction Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 and 9.05 Section 2.18 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.21Section. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 Article IX to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower Borrowers may from time to time, at its their discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the BorrowerBorrowers) (each, a “Purchase Offer”)) in an aggregate amount not to exceed $35,000,000 during the term of this Agreement, each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen an investment bank of recognized standing selected by the Borrower and reasonably acceptable to the Administrative Agent) Borrowers following consultation with Agent (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 1.18 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the maximum principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers Borrowers offer to purchase in any such Purchase Offer shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower Borrowers shall automatically be cancelled and retired by the Borrower Borrowers on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class of Term Loans may be ongoing at any one timetime and no more than 2 Purchase Offers (regardless of Class) may be made in any one year; (vi) the Borrower represents Borrowers represent and warrants warrant that no Loan Credit Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, Borrower Restricted Information that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public informationBorrower Restricted Information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower Borrowers shall have delivered to the Auction Manager an officer’s certificate of an officer a Responsible Officer certifying as to compliance with the preceding clause and (vi);; and (viii) Borrowers shall not fund any portion of the Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10Loans. (b) The Borrower Borrowers must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences Borrowers commence any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower Borrowers reasonably believes believe that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower Borrowers shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower Borrowers pursuant to this Section 2.211.18, (x) the Borrower Borrowers shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower Borrowers and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 hereof1.3. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, 1.18 (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 Section 9.1 and 9.05 Section 9.8 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.211.18. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) (1) Subject So long as no Event of Default has occurred and is continuing, the applicable Borrower may purchase its outstanding Term Loans on a pro rata basis through open market purchases (subject to 9.04(k)) and (2) subject to the terms and conditions set forth or referred to below, the applicable Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the applicable Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower Parent and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.24 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the applicable Borrower offers to purchase in any such Purchase Offer shall be no less than U.S. $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower Borrowers shall automatically be cancelled and retired by the Borrower Borrowers on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower Borrowers be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis;; and (ixvii) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan or Swingline Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.21, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 and 9.05 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.21. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “make Purchase Offer”)Offers, each such Purchase Offer to be managed exclusively by Bank of America, N.A. or an Affiliate thereof or another financial institution of recognized standing selected by the Borrower following consultation with the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.23 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the maximum principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) if the Term Loans are rated by S&P, Fitch and/or Moodx’x xx the time of any Purchase Offer, prior to commencing such Purchase Offer, the Borrower shall have discussed such proposed Purchase Offer with each (or both, as applicable) of S&P, Fitch and Moodx’x xxx, based upon such discussions, shall reasonably believe that the proposed purchase of Term Loans through such Purchase Offer shall not be deemed to be a “distressed exchange”; (vi) if the Term Loans are rated by S&P, Fitch and/or Moodx’x xx the time of any Purchase Offer, at the time of each purchase of Term Loans pursuant to such Purchase Offer, none of S&P, Fitch or Moodx’x xxxll have announced or communicated to the Borrower that the proposed purchase of Term Loans through such Purchase Offer shall be deemed to be a “distressed exchange”; (vii) no more than one Purchase Offer with respect to any Class may be ongoing at any one timetime and no more than four Purchase Offers (regardless of Class) may be made in any one year; (viviii) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities purchase of any such person, that (A) has not been previously disclosed Term Loans in writing to connection with any Purchase Offer may be financed using the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offerproceeds of any Revolving Borrowing; (viiix) the assigning Lendxxx xxxve any rights to bring actions against the Administrative Agent; and (x) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Financial Officer certifying as to compliance with the preceding clause clauses (ii), (v) and (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.212.23, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 or any other provision hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, 2.23 (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 Section 2.18 and 9.05 Section 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.23. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 Article IX to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the U.S. Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “make Purchase Offer”)Offers, each such Purchase Offer to be managed exclusively by Xxxxx Fargo Securities, LLC or another investment bank of recognized standing selected by the U.S. Borrower following consultation with the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.23 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the minimum principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the U.S. Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 1,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the U.S. Borrower shall automatically be cancelled and retired by the U.S. Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one timetime and no more than four Purchase Offers (regardless of Class) may be made in any one year; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities purchase of any such person, that (A) has not been previously disclosed Term Loans in writing to connection with any Purchase Offer may be financed using the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer;proceeds of any Revolving Borrowing; and (vii) at the time of each purchase of Term Loans through a Purchase Offer, the U.S. Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Financial Officer certifying as to compliance with the preceding clause (viii); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The U.S. Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the U.S. Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the U.S. Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the U.S. Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the U.S. Borrower pursuant to this Section 2.212.23, (x) the U.S. Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the U.S. Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 or any other provision hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, 2.23 (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 Section 2.18 and 9.05 Section 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.23. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 Article IX to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Lux Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Lux Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower Parent and reasonably acceptable to the Administrative Agent) (in such capacity, the (i) “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.25 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Lux Borrower offers to purchase in any such Purchase Offer shall be no less than U.S. $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Lux Borrower shall automatically be cancelled and retired by the Lux Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Lux Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Lux Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiariesSubsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Lux Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Responsible Officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan or Swingline Loan; and (x) the Borrower Parent is in Pro Forma Compliance with (whether or not the financial covenant set forth in Section 6.10Financial Covenant was required to be tested on the last date of the applicable fiscal quarter). (b) The Lux Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Lux Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Lux Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Lux Borrower shall have no liability to any Term Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Lux Borrower pursuant to this Section 2.212.25, (x) the Lux Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Lux Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.212.25; providedprovided that, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.132.16, 2.15 2.18 and 9.05 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.25. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.05 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer. (d) This Section 2.25 shall supersede any provisions in Section 2.18 or 9.06 to the contrary.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Dutch Borrower may from time to time, at its sole discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Dutch Borrower) (each, a “Purchase Offer”)) at a discount to par, each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower Holdings and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.25 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Dutch Borrower offers to purchase in any such Purchase Offer shall be no less than U.S. $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Dutch Borrower shall automatically be cancelled and retired by the Dutch Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Dutch Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Dutch Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiariesthe Subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Dutch Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Responsible Officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility LoanLoan (as defined in the First Lien Credit Agreement); and (x) immediately prior to and after giving effect to any purchase pursuant to this Section 2.25, the Borrower is sum of the unused Revolving Facility Commitments (as defined in Pro Forma Compliance with the financial covenant set forth in Section 6.10First Lien Credit Agreement), plus unrestricted cash and cash equivalents held by Loan Parties shall not be less than $50,000,000. (b) The Dutch Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Dutch Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Dutch Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Dutch Borrower shall have no liability to any Term Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Dutch Borrower pursuant to this Section 2.212.25, (x) the Dutch Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Dutch Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.212.25; providedprovided that, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.132.16, 2.15 2.18 and 9.05 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.25. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.05 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer. (d) This Section 2.25 shall supersede any provisions in Section 2.18 or 9.06 to the contrary.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, any of the Borrower Borrowers or any of their respective Subsidiaries may from time to time, at its their discretion, conduct modified Dutch auctions in order to purchase its outstanding Term Loans of one or more Classes (as determined by the BorrowerBorrowers) in accordance with the terms of Section 10.04 (each, a “Purchase Offer”), each as if such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”Person qualifies as an Eligible Transferee), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of any such purchase of Term Loans; (and immediately after giving effect toii) the proceeds from Revolving Loans may not be used to consummate any such purchase of any Term Loans in connection with any Purchase OfferLoans; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by any of the Borrower Borrowers or any of their respective Subsidiaries shall automatically be cancelled and retired by the applicable Borrower or Subsidiary on the settlement date of the relevant purchase (and may will thereafter no longer be outstanding hereunder) (it being agreed that any gains or losses by the Borrowers or any of their respective Subsidiaries upon the purchase and cancelation of Term Loans shall not be resold) (without any increase to Consolidated taken into account in the calculation of Combined EBITDA as a result of any gains associated with cancellation of debtor Combined Net Income), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (viiv) the Borrower represents Borrowers represent and warrants warrant that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, Restricted Information that (A) has l)has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such the assigning Lender does not wish to receive such material non-public informationRestricted Information) prior to such time and (B2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer;applicable purchase transaction, in each case except to the extent that the assigning Lender has entered into a customary “big boy” letter with the Borrowers; and (viiv) at the time of each purchase of any Term Loans through a Purchase Offerpursuant to this Section 2.13, the Borrower Borrowers shall have delivered to the Auction Manager Administrative Agent an officer’s certificate of an officer Authorized Representative of the Borrowers certifying as to compliance with the preceding clause (viiv); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower Borrowers and the Subsidiaries must terminate any Purchase Offer purchase pursuant to this Section 2.13 if it fails they fail to satisfy one or more of the conditions set forth above which are required or cannot reasonably be expected to be met satisfy such conditions at the time which otherwise would have been set for such purchase of Term Loans. If the time Borrowers or any of their respective Subsidiaries commence any purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer purchase have in fact been satisfied), and if at such time of commencement the Borrower Borrowers reasonably believes believe that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer purchase shall be satisfied, then the Borrower Borrowers shall have no liability to any Lender for any termination of such Purchase Offer purchase as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offerpurchase, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower Borrowers or any of their respective Subsidiaries pursuant to this Section 2.212.13, (xi) the Borrower Term Borrowers shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (yii) such purchases (and the payments made by the Borrower Term Borrowers and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 4.01 or Section 4.02 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 and 9.05 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.21. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one (whether Term A Loans or more Classes Term B Loans) (as determined by the Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) JPMorgan Securities LLC (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) the Required Lenders shall have consented in writing to the Borrower’s delivery of such Purchase Offer and the proposed repurchase of the applicable Term A Loans or Term B Loans, and each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.24 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes the applicable Class of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than U.S. $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) after giving effect to any purchase of Term Loans of the applicable Class pursuant to this Section 2.24, there shall be no Revolving Credit Exposure other than undrawn amounts of Letters of Credit; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (vvi) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vivii) the Borrower represents and warrants that no Loan Party a Purchase Offer shall have any material non-public information with respect apply to the Loan Parties or their subsidiaries, or with respect to the either Term A Loans or the securities of any such personTerm B Loans, that (A) has and shall not been previously disclosed in writing apply to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate both in the same Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.21, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 and 9.05 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.21. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “make Purchase Offer”)Offers, each such Purchase Offer to be managed exclusively by Bank of America, N.A. or an Affiliate thereof or another financial institution of recognized standing selected by the Borrower following consultation with the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.23 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the maximum principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) if the Term Loans are rated by S&P, Fitch and/or Xxxxx’x at the time of any Purchase Offer, prior to commencing such Purchase Offer, the Borrower shall have discussed such proposed Purchase Offer with each (or both, as applicable) of S&P, Fitch and Xxxxx’x and, based upon such discussions, shall reasonably believe that the proposed purchase of Term Loans through such Purchase Offer shall not be deemed to be a “distressed exchange”; (vi) if the Term Loans are rated by S&P, Fitch and/or Xxxxx’x at the time of any Purchase Offer, at the time of each purchase of Term Loans pursuant to such Purchase Offer, none of S&P, Fitch or Xxxxx’x shall have announced or communicated to the Borrower that the proposed purchase of Term Loans through such Purchase Offer shall be deemed to be a “distressed exchange”; (vii) no more than one Purchase Offer with respect to any Class may be ongoing at any one timetime and no more than four Purchase Offers (regardless of Class) may be made in any one year; (viviii) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities purchase of any such person, that (A) has not been previously disclosed Term Loans in writing to connection with any Purchase Offer may be financed using the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offerproceeds of any Revolving Borrowing; (viiix) the assigning Lenders waive any rights to bring actions against the Administrative Agent; and (x) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Financial Officer certifying as to compliance with the preceding clause clauses (ii), (v) and (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.212.23, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 or any other provision hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, 2.23 (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 Section 2.18 and 9.05 Section 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.23. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 Article IX to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other a financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) Agent (in such capacity, the “Auction Manager”” (it being understood that the Administrative Agent shall be under no obligation to act as Auction Manager)), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.19 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ixvii) no purchase of any Term Loans shall Purchase Offer may be made from funded with drawings under the proceeds of any Revolving Facility LoanABL Credit Agreement; and (xviii) all parties to the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10relevant transactions shall render customary “big-boy” disclaimer letters. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.212.19, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 hereofpurchase. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.212.19; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.132.12, 2.15 2.14 and 9.05 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 to the same extent as if each reference therein to the “AgentsAgentsagents ” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the a Purchasing Borrower Party may from time to time, at in its discretion, discretion (x) effect open market purchases of Term Loans on a non-pro rata basis and (y) conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “make Auction Purchase Offer”)Offers, each such Auction Purchase Offer to be managed exclusively by an investment bank of recognized standing selected by the Borrower following consultation with the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall and to be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.26 and the Auction Procedures;, in each case, so long as the following conditions are satisfied: (iii) no Default or Event of Default shall have occurred and be continuing at the time of purchase of any Term Loans or, in the case of clause (y) above, on the date of the delivery of each notice Auction Notice; (ii) the assigning Lender and the Purchasing Borrower Party shall execute and deliver to the Administrative Agent an Affiliated Assignment and Assumption in lieu of an auction Assignment and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase OfferAssumption; (iii) for the avoidance of doubt, the Lenders shall not be permitted to assign Revolving Commitments or Revolving Loans to any Purchasing Borrower Party; (iv) the maximum principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Purchasing Borrower Party offers to purchase in any such Auction Purchase Offer shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such ClassesAgent in its reasonable discretion); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) any Term Loans assigned to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder, and such Term Loans may not be resold (it being understood and agreed that (A) any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Consolidated Net Income and Consolidated EBITDA and (B) any assignment of Term Loans pursuant to this Section 2.26 shall not constitute a voluntary or mandatory prepayment of Term Loans for purposes of this Agreement); (vi) if the Term Loans are rated by S&P and/or Moody’s at the time of any Auction Purchase Offer, prior to commencing such Auction Purchase Offer, the Borrower shall have discussed such proposed Auction Purchase Offer with each (or both, as applicable) of S&P and Moody’s and, based upon such discussions, shall reasonably believe that the proposed purchase of Term Loans through such Auction Purchase Offer shall not be deemed to be a “distressed exchange”; (vii) if the Term Loans are rated by S&P and/or Moody’s at the time of any Auction Purchase Offer, at the time of each purchase of Term Loans pursuant to such Auction Purchase Offer, neither S&P nor Moody’s shall have announced or communicated to the Borrower that the proposed purchase of Term Loans through such Auction Purchase Offer shall be deemed to be a “distressed exchange”; (viii) no more than one Auction Purchase Offer with respect to any Class may be ongoing at any one timetime and no more than four Auction Purchase Offers (regardless of Class) may be made in any one year; (viix) the any Purchasing Borrower represents and warrants that no Loan Party shall not have at the time of such assignment (and shall represent and warrant at the time of such assignment that it does not have) any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, MNPI that either (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders assigning Lender (other than because any such Lender that does not wish to receive such material non-public informationMNPI) on or prior to the date of any assignment to such time and Purchasing Borrower Party or (B) if not disclosed to such Lender, could reasonably be expected to have a material effect upon, or otherwise be material to, a (1) such Lender’s decision to participate in make such assignment or (2) the Purchase Offermarket price of the Term Loans to be assigned to such Purchasing Borrower Party; (viix) at the time of each purchase of Term Loans through a an Auction Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Financial Officer of the Borrower certifying as to compliance with the preceding clause clauses (i), (v), (vi), (vii) and (ix); (viiixi) no Purchasing Borrower Party may use the proceeds, direct or indirect, from Revolving Loans to purchase any Purchase Offer with respect to Term Loans; and (xii) the aggregate principal amount of Term Loans of any Class shall be offered purchased by any Purchasing Borrower Party in open market purchases pursuant to all Term Lenders holding this Section 2.26, when taken together with the aggregate principal amount of Term Loans of such Class purchased by or assigned to Purchasing Debt Affiliates (other than Debt Fund Affiliates) pursuant to Section 9.04(f), shall not in any event exceed 25% of the initial aggregate principal amount of Term Loans of such Class (plus, in the event of a subsequent increase in the principal amount of Term Loans of such Class pursuant to an Incremental Facility, 25% of the initial amount of such increase on a pro rata basis; the date of consummation of such Incremental Facility) (ix) no purchase it being understood that such 25% limitation will be calculated based on such initial principal amounts and the cumulative principal amounts so purchased, regardless of any cancellation of any Term Loans shall be made from the proceeds of such Class purchased (including pursuant to Auction Purchase Offers) or any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10repayment or prepayment of Term Loans of such Class). (b) The A Purchasing Borrower Party must terminate any Auction Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction Purchase Offer. If the a Purchasing Borrower Party commences any Auction Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Auction Purchase Offer have in fact been satisfied), and if at such time of commencement the Purchasing Borrower Party reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Auction Purchase Offer shall be satisfied, then the Purchasing Borrower Party shall have no liability to any Lender for any termination of such Auction Purchase Offer as a result of its the failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Auction Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the a Purchasing Borrower Party pursuant to this Section 2.212.26, (x) the Purchasing Borrower Party shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Purchasing Borrower Party and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 or any other provision hereof. (c) The Administrative Agent and the Lenders hereby consent to the Auction Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; 2.26 (provided, that notwithstanding anything to the contrary contained hereinthat, no Lender shall have an obligation to participate in any such Auction Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 and 9.05 Section 2.20 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.26. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 Article IX to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.24 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than U.S. $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) after giving effect to any purchase of Term Loans of the applicable Class or Classes pursuant to this Section 2.24, Liquidity shall not be less than $200,000,000; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (vvi) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vivii) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiariesSubsidiaries, or with respect to the Loans or the securities of any such personPerson, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (viiviii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Responsible Officer certifying as to compliance with the preceding clause (vivii); (viiiix) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis;; and (ixx) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan or Swingline Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Term Loan Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.212.24, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided2.24 (provided that, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13Section 2.16, 2.15 Section 2.18 and 9.05 Section 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.24. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.03 to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer. (d) This Section 2.24 shall supersede any provisions in Section 2.18 or 9.02 to the contrary.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Lux Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Lux Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower Parent and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied; provided that the Lux Borrower may not purchase any Second-Out Term Loans so long as any First-Out Term Loans are outstanding: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.23 and the Auction ProceduresProcedures and the consideration given by the Lux Borrower in any such Purchase Offer shall consist solely of cash; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Lux Borrower offers to purchase in any such Purchase Offer shall be no less than U.S. $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Lux Borrower shall automatically be cancelled and retired by the Lux Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Lux Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Lux Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiariesSubsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a LenderXxxxxx’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Lux Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Responsible Officer certifying as to compliance with the preceding clause (vi);; and (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Lux Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Lux Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Lux Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Lux Borrower shall have no liability to any Term Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Lux Borrower pursuant to this Section 2.212.23, (x) the Lux Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Lux Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.09 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.212.23; providedprovided that, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.132.14, 2.15 2.16 and 9.05 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.23. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.05 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “make Purchase Offer”)Offers, each such Purchase Offer to be managed exclusively by JPMorgan Chase Bank, N.A. or an Affiliate thereof or another financial institution of recognized standing selected by the Borrower following consultation with the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.23 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the maximum principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) if the Term Loans are rated by S&P and/or Xxxxx’x at the time of any Purchase Offer, prior to commencing such Purchase Offer, the Borrower shall have discussed such proposed Purchase Offer with each (or both, as applicable) of S&P and Xxxxx’x and, based upon such discussions, shall reasonably believe that the proposed purchase of Term Loans through such Purchase Offer shall not be deemed to be a “distressed exchange”; (vi) if the Term Loans are rated by S&P and/or Xxxxx’x at the time of any Purchase Offer, at the time of each purchase of Term Loans pursuant to such Purchase Offer, neither S&P nor Xxxxx’x shall have announced or communicated to the Borrower that the proposed purchase of Term Loans through such Purchase Offer shall be deemed to be a “distressed exchange”; (vii) no more than one Purchase Offer with respect to any Class may be ongoing at any one timetime and no more than four Purchase Offers (regardless of Class) may be made in any one year; (viviii) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities purchase of any such person, that (A) has not been previously disclosed Term Loans in writing to connection with any Purchase Offer may be financed using the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offerproceeds of any Revolving Borrowing; (viiix) the assigning Lenders waive any rights to bring actions against the Administrative Agent; and (x) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Financial Officer certifying as to compliance with the preceding clause clauses (ii), (v) and (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.212.23, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 or any other provision hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, 2.23 (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 Section 2.18 and 9.05 Section 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.23. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 Article IX to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.24 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than U.S. $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) after giving effect to any purchase of Term Loans of the applicable Class or Classes pursuant to this Section 2.24, Liquidity shall not be less than $200,000,000; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the applicable Borrower shall automatically be cancelled and retired by the such Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the such Borrower be entitled to any vote hereunder in connection with such Term Loans; (vvi) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vivii) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiariesSubsidiaries, or with respect to the Loans or the securities of any such personPerson, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (viiviii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Responsible Officer certifying as to compliance with the preceding clause (vivii); (viiiix) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis;; and (ixx) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan or Swingline Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Term Loan Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.212.24, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided2.24 (provided that, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13Section 2.16, 2.15 Section 2.18 and 9.05 Section 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.24. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.03 to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer. (d) This Section 2.24 shall supersede any provisions in Section 2.18 or 9.02 to the contrary.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the any Purchasing Borrower Party may from time to time, at in its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “make Auction Purchase Offer”)Offers, each such Auction Purchase Offer to be managed exclusively by J.P. Mxxxxx Securities LLC or another investment bank of recognized standing selected by such Purchasing Borrower Party following consultation with the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.23 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Auction Purchase Offer; (iii) the maximum principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the such Purchasing Borrower Party offers to purchase in any such Auction Purchase Offer shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) no Term Loan may be purchased by a Purchasing Borrower Party pursuant to this Section 2.23 unless Available Liquidity, calculated on a Pro Forma Basis, shall be at least $5,000,000; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the any Purchasing Borrower Party shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (vvi) if the Term Loans are rated by S&P and/or Mxxxx’x at the time of any Auction Purchase Offer, prior to commencing such Auction Purchase Offer, the Borrower shall have discussed such proposed Auction Purchase Offer with each (or both, as applicable) of S&P and Mxxxx’x and, based upon such discussions, shall reasonably believe that the proposed purchase of Term Loans through such Auction Purchase Offer shall not be deemed to be a “distressed exchange”; (vii) if the Term Loans are rated by S&P and/or Mxxxx’x at the time of any Auction Purchase Offer, at the time of each purchase of Term Loans pursuant to such Auction Purchase Offer, neither S&P nor Mxxxx’x shall have announced or communicated to the Borrower that the proposed purchase of Term Loans through such Auction Purchase Offer shall be deemed to be a “distressed exchange”; (viii) no more than one Auction Purchase Offer with respect to any Class may be ongoing at any one timetime and no more than four Auction Purchase Offers (regardless of Class) may be made in any one year; (viix) the such Purchasing Borrower Party represents and warrants at the time of any Auction Purchase Offer that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, MNPI that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public informationMNPI) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Auction Purchase Offer; (viix) at the time of each purchase of Term Loans through a an Auction Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Financial Officer certifying as to compliance with the preceding clause clauses (ii), (iv), (vi); , (viiivii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; and (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan); and (xxi) no Purchasing Borrower Party may use the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10proceeds, direct or indirect, from Revolving Loans to purchase any Term Loans. (ba) The Any Purchasing Borrower Party must terminate any Auction Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction Purchase Offer. If the any Purchasing Borrower Party commences any Auction Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Auction Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower and such Purchasing Borrower Party reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Auction Purchase Offer shall be satisfied, then the Borrower and such Purchasing Borrower Party shall have no liability to any Lender for any termination of such Auction Purchase Offer as a result of its the failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Auction Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the any Purchasing Borrower Party pursuant to this Section 2.212.23, (x) the such Purchasing Borrower Party shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the such Purchasing Borrower Party and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 or any other provision hereof. (cb) The Administrative Agent and the Lenders hereby consent to the Auction Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, 2.23 (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Auction Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 Section 2.18 and 9.05 Section 9.04 will not apply to the purchases of Term Loans pursuant to Auction Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.23. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 Article IX to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “make Purchase Offer”)Offers, each such Purchase Offer to be managed exclusively by X.X. Xxxxxx Securities LLC or another investment bank of recognized standing selected by the Borrower following consultation with the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.23 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the maximum principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) if the Term Loans are rated by S&P and/or Xxxxx’x at the time of any Purchase Offer, prior to commencing such Purchase Offer, the Borrower shall have discussed such proposed Purchase Offer with each (or both, as applicable) of S&P and Xxxxx’x and, based upon such discussions, shall reasonably believe that the proposed purchase of Term Loans through such Purchase Offer shall not be deemed to be a “distressed exchange”; (vi) if the Term Loans are rated by S&P and/or Xxxxx’x at the time of any Purchase Offer, at the time of each purchase of Term Loans pursuant to such Purchase Offer, neither S&P nor Xxxxx’x shall have announced or communicated to the Borrower that the proposed purchase of Term Loans through such Purchase Offer shall be deemed to be a “distressed exchange”; (vii) no more than one Purchase Offer with respect to any Class may be ongoing at any one timetime and no more than four Purchase Offers (regardless of Class) may be made in any one year; (viviii) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities purchase of any such person, that (A) has not been previously disclosed Term Loans in writing to connection with any Purchase Offer may be financed using the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offerproceeds of any Revolving Borrowing; (viiix) the assigning Lenders waive any rights to bring actions against the Administrative Agent; and (x) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Financial Officer certifying as to compliance with the preceding clause clauses (ii), (v) and (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.212.23, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 or any other provision hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, 2.23 (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 Section 2.18 and 9.05 Section 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.23. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 Article IX to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the BorrowerBorrower but excluding the Term A Loans and the Term A--1 Loans) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.25 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase OfferOffer;[reserved]; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one timetime;[reserved]; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiariesSubsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase OfferOffer;[reserved]; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Responsible Officer certifying as to compliance with the preceding clause (vi)vi);[reserved]; (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis;; and (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10Loan or Swingline Loan.[reserved]. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Term Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.212.25, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.212.25; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.132.16, 2.15 2.18 and 9.05 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.25. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.05 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer. (d) This Section 2.25 shall supersede any provisions in Section 2.18 or 9.06 to the contrary. (e) Notwithstanding anything herein to the contrary or otherwise, the Borrower may from time to time, at its discretion and in a manner of its choosing, make any offer to purchase Term Loans of one or more Classes (as determined by the Borrower, but excluding the Term A Loans and the Term A-1 Loans); provided, however, that such offer must be made available to all holders of such Term Loans on the same express terms and on a pro rata basis. For the avoidance of doubt, such offer may include cash or other consideration, may be conducted by way of assignment or otherwise, may be made for up to and including the full outstanding principal amount of such Term Loans and any accrued but unpaid interest thereon and may be referred to as a modified Dutch auction or otherwise.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to offer to purchase its Term Loans of one or more Classes (as determined by the Borrower) from each Lender on a pro rata basis (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by UBS Securities, LLC or another investment bank of recognized standing selected by the Borrower following consultation with the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.13 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the maximum principal amount (calculated on the face amount thereof) of each and all Classes of Term the Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) after giving effect to any purchase of Loans pursuant to this Section 2.13, the sum of (x) the amount of availability under the Asset Backed Credit Facilities and (y) the aggregate amount of all Unrestricted Cash shall not be less than the Applicable Liquidity Level; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes Loans so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (vvi) no more than one Purchase Offer with respect to any Class may be ongoing at any one timetime and no more than four (4) Purchase Offers may be made in any one (1) year; (vivii) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, Borrower Restricted Information that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does certain Lenders do not wish to receive such material non-public informationBorrower Restricted Information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (viiviii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Responsible Officer certifying as to compliance with the preceding clause (vivii); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis;; and (ix) no purchase not fewer than ten (10) days prior to launching any Purchase Offer, the Borrower shall have informed each of any Term Loans S&P and Xxxxx’x of such proposed Purchase Offer and at the time such Purchase Offer is launched neither S&P nor Xxxxx’x shall have announced that the proposed Purchase Offer shall be made from deemed a “distressed exchange”; provided that, for the proceeds avoidance of any Revolving Facility Loan; and (x) doubt, if the Borrower has already launched a Purchase Offer in accordance with this Section 2.13 at the time such a rating is in Pro Forma Compliance with assigned, then the financial covenant set forth in Section 6.10Borrower shall be permitted to complete such Purchase Offer. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which that are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which that are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which that are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which that are required to be met at the time time, which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.212.13, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.03 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, 2.13 (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13Section 2.10, 2.15 Section 2.11 and 9.05 Section 10.07 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.13. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII IX and Section 9.04 10.05 to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.20 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 50,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) no Purchase Offer may be made with the Borrower represents proceeds of the Revolving Credit Facility and warrants at the time of each purchase of Loans through a Purchase Offer, there must be at least $500,000,000 of unborrowed commitments under the Revolving Credit Facility; provided that no Loan Party this clause (vi) shall have any material non-public information with respect not be applicable if, immediately after giving effect to the Loan Parties or their subsidiariesconsummation of such Purchase Offer, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders all Obligations (other than because such contingent indemnification obligations not yet accrued and payable) shall have been paid in full and any commitment of any Lender does not wish hereunder to receive such material non-public information) prior extend credit to such time and (B) could reasonably be expected to the Borrower shall have a material effect upon, terminated or otherwise be material to, a Lender’s decision to participate in the Purchase Offerexpired; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Financial Officer certifying as to compliance with the preceding clause (vi);; and (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.212.20, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.212.20; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 2.13 and 9.05 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.20. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.03 to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Lux Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Lux Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower Parent and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.23 and the Auction ProceduresProcedures and the consideration given by the Lux Borrower in any such Purchase Offer shall consist solely of cash; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Lux Borrower offers to purchase in any such Purchase Offer shall be no less than U.S. $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Lux Borrower shall automatically be cancelled and retired by the Lux Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Lux Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Lux Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiariesSubsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Lux Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Responsible Officer certifying as to compliance with the preceding clause (vi);; and (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Lux Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Lux Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Lux Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Lux Borrower shall have no liability to any Term Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Lux Borrower pursuant to this Section 2.212.23, (x) the Lux Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Lux Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.09 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.212.23; providedprovided that, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.132.14, 2.15 2.16 and 9.05 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.23. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.05 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer. (d) This Section 2.23 shall supersede any provisions in Section 2.16 or 9.06 to the contrary.

Loan Repurchases. (a) (1) Subject So long as no Event of Default has occurred and is continuing, the applicable Borrower may purchase its outstanding Term Loans on a non-pro rata basis through open market purchases (subject to 9.04(k)) and (2) subject to the terms and conditions set forth or referred to below, the applicable Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the applicable Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower Parent and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.24 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the applicable Borrower offers to purchase in any such Purchase Offer shall be no less than U.S. $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower Borrowers shall automatically be cancelled and retired by the Borrower Borrowers on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower Borrowers be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis;; and (ixvii) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan or Swingline Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.21, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 and 9.05 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.21. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.212.20, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.212.20; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 2.13 and 9.05 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.20. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.03 to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to belowbelow and to Section 9.9, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to facilitate the purchase of its Term Loans of one or more Classes (as determined by the Borrower) Borrower (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by Agent or another Person elected by the Administrative Borrower (the Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (Person in such capacity, the “Auction Manager”), so long as the following conditions are satisfiedsatisfied or waived: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 1.14 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 (10,000,000, unless another amount is agreed to by Agent (such agreement not to be unreasonably withheld or delayed) or such lesser amount to the Administrative Agent) (across all such Classes)extent the amount of outstanding Term Loans is less than $50,000,000; (iv) immediately after giving effect to any purchase of Term Loans by the Borrower pursuant to this Section 1.14, there shall be no Revolving Loans outstanding other than undrawn amounts of Letters of Credit; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (vvi) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis;; and (ixviii) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10Incremental Term Loans. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met (and have not been waived) at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the The Borrower shall have no liability to any Lender for any termination of such any Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any no Default or Event of Default hereundershall result as a consequence of any such termination. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.211.14, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase purchase, and (y) such purchases (and the payments made by the Borrower (and the cancellation of the purchased LoansLoans in the case of any Loans purchased by the Borrower, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 Sections 1.7 or 1.8 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided1.14 (provided that, that notwithstanding anything to the contrary contained herein, no Lender shall have an any obligation to participate in any such Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13Section 1.10, 2.15 Section 9.11 and 9.05 Section 10.4 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.211.14. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.5 and Section 9.6 to the same extent as if each reference therein to the “AgentsAgent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer. (d) This Section 1.14 shall supersede any provisions in Sections 2.12, 9.1 or 9.9 to the contrary.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the U.S. Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “make Purchase Offer”)Offers, each such Purchase Offer to be managed exclusively by Wxxxx Fargo Securities, LLC or another investment bank of recognized standing selected by the U.S. Borrower following consultation with the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.23 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the minimum principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the U.S. Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 1,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the U.S. Borrower shall automatically be cancelled and retired by the U.S. Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one timetime and no more than four Purchase Offers (regardless of Class) may be made in any one year; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities purchase of any such person, that (A) has not been previously disclosed Term Loans in writing to connection with any Purchase Offer may be financed using the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer;proceeds of any Revolving Borrowing; and (vii) at the time of each purchase of Term Loans through a Purchase Offer, the U.S. Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Financial Officer certifying as to compliance with the preceding clause (viii); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.21, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 and 9.05 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.21. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the either Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the such Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) JPMorgan Securities Inc. (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) the Required Lenders shall have consented in writing to the applicable Borrower’s delivery of such Purchase Offer and the proposed repurchase of Term Loans, and each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.24 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the a Borrower offers to purchase in any such Purchase Offer shall be no less than U.S. $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) after giving effect to any purchase of Term Loans of the applicable Class or Classes pursuant to this Section 2.24, there shall be no Revolving Credit Exposure other than undrawn amounts of Letters of Credit; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the applicable Borrower shall automatically be cancelled and retired by the such Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the such Borrower be entitled to any vote hereunder in connection with such Term Loans; (vvi) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vivii) the applicable Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiariesSubsidiaries, or with respect to the Loans or the securities of any such personPerson, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer;; and (viiviii) at the time of each purchase of Term Loans through a Purchase Offer, the applicable Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Responsible Officer certifying as to compliance with the preceding clause clauses (vivii); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The A Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the a Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the such Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the such Borrower shall have no liability to any Term Loan Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the a Borrower pursuant to this Section 2.212.24, (x) the applicable Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the such Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, 2.24 (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13Section 2.16, 2.15 Section 2.17 and 9.05 Section 9.04 will not apply to the purchases of Term Loans or Other Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.24. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.03 to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the a Purchasing Borrower Party may from time to time, at in its discretion, discretion (x) effect open market purchases of Loans on a non-pro rata basis and (y) conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “make Auction Purchase Offer”)Offers, each such Auction Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen an investment bank of recognized standing selected by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall and to be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 and the Auction Procedures;, in each case, so long as the following conditions are satisfied: (iii) no Default or Event of Default shall have occurred and be continuing at the time of purchase of any Loans or, in the case of clause (y) above, on the date of the delivery of each notice Auction Notice; (ii) the assigning Lender and the Purchasing Borrower Party shall execute and deliver to the Administrative Agent an Affiliated Assignment and Assumption in lieu of an auction Assignment and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase OfferAssumption; (iii) the maximum principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Purchasing Borrower Party offers to purchase in any such Auction Purchase Offer shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such ClassesAgent in its reasonable discretion); (iv) any Loans assigned to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the aggregate principal amount (calculated on the face amount thereof) effectiveness of all Term such assignment and will thereafter no longer be outstanding for any purpose hereunder, and such Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resoldresold (it being understood and agreed that (A) (without any increase to gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA as and (B) any assignment of Loans pursuant to this Section shall not constitute a result voluntary or mandatory prepayment of any gains associated with cancellation Loans for purposes of debtthis Agreement), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) if the Loans are rated by S&P and/or Xxxxx’x at the time of any Auction Purchase Offer, prior to commencing such Auction Purchase Offer, the Borrower shall have discussed such proposed Auction Purchase Offer with each (or both, as applicable) of S&P and Xxxxx’x and, based upon such discussions, shall reasonably believe that the proposed purchase of Loans through such Auction Purchase Offer shall not be deemed to be a “distressed exchange”; (vi) if the Loans are rated by S&P and/or Xxxxx’x at the time of any Auction Purchase Offer, at the time of each purchase of Loans pursuant to such Auction Purchase Offer, neither S&P nor Xxxxx’x shall have announced or communicated to the Borrower that the proposed purchase of Loans through such Auction Purchase Offer shall be deemed to be a “distressed exchange”; (vii) no more than one Auction Purchase Offer with respect to any Class may be ongoing at any one timetime and no more than four Auction Purchase Offers (regardless of Class) may be made in any one year; (viviii) the any Purchasing Borrower represents and warrants that no Loan Party shall not have at the time of such assignment (and shall represent and warrant at the time of such assignment that it does not have) any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, MNPI that either (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders assigning Lender (other than because any such Lender that does not wish to receive such material non-public informationMNPI) on or prior to the date of any assignment to such time and Purchasing Borrower Party or (B) if not disclosed to such Lender, could reasonably be expected to have a material effect upon, or otherwise be material to, a (1) such Lender’s decision to participate in make such assignment or (2) the Purchase Offermarket price of the Loans to be assigned to such Purchasing Borrower Party; (viiix) at the time of each purchase of Term Loans through a an Auction Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Financial Officer of the Borrower certifying as to compliance with the preceding clause clauses (i), (iv), (v), (vi) and (viii); (viiix) no Purchasing Borrower Party may use the proceeds, direct or indirect, from revolving loans incurred under the First Lien Credit Agreement to purchase any Purchase Offer with respect to Loans; and (xi) the aggregate principal amount of Loans of any Class shall be offered purchased by any Purchasing Borrower Party in open market purchases pursuant to all Term Lenders holding Term this Section, when taken together with the aggregate principal amount of Loans of such Class purchased by or assigned to Purchasing Debt Affiliates (other than Debt Fund Affiliates) pursuant to Section 9.04(f), shall not in any event exceed 25% of the initial aggregate principal amount of Loans of such Class (plus, in the event of a subsequent increase in the principal amount of Loans of such Class pursuant to an Incremental Term Facility, 25% of the initial amount of such increase on a pro rata basis; the date of consummation of such Incremental Term Facility) (ix) no purchase it being understood that such 25% limitation will be calculated based on such initial principal amounts and the cumulative principal amounts so purchased, regardless of any Term Loans shall be made from the proceeds cancellation of any Revolving Facility Loan; and Loans purchased (xincluding pursuant to Auction Purchase Offers) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10or any repayment or prepayment of Loans). (b) The A Purchasing Borrower Party must terminate any Auction Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction Purchase Offer. If the a Purchasing Borrower Party commences any Auction Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Auction Purchase Offer have in fact been satisfied), and if at such time of commencement the Purchasing Borrower Party reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Auction Purchase Offer shall be satisfied, then the Purchasing Borrower Party shall have no liability to any Lender for any termination of such Auction Purchase Offer as a result of its the failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Auction Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the a Purchasing Borrower Party pursuant to this Section 2.21Section, (x) the Purchasing Borrower Party shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Purchasing Borrower Party and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 or any other provision hereof. (c) The Administrative Agent and the Lenders hereby consent to the Auction Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Auction Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 and 9.05 Section 2.18 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.21Section. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 Article IX to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.21, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, that notwithstanding Notwithstanding anything to the contrary contained herein, no any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of its Loans to any Affiliated Lender on a non-pro rata basis (A) through one or more Auctions or (B) through open market purchases, in each case with respect to clauses (A) and (B), without the consent of the Administrative Agent; provided that: (i) any Loans acquired by Holdings, the Borrower or any of their Subsidiaries (x) pursuant to the Open Market Purchase Agreement shall be treated as contemplated thereby and by Section 2.26(f) and Section 2.27 and (y) pursuant to other transactions shall, to the extent permitted by applicable law, automatically be deemed to be retired and cancelled immediately upon the acquisition thereof; provided that upon any such retirement and cancellation, the aggregate outstanding principal amount of the Loans shall be deemed reduced by the full par value of the aggregate principal amount of the Loans so deemed to be retired and cancelled, and each Installment with respect to the Loans pursuant to Section 2.12 shall be reduced on a pro rata basis by the full par value of the aggregate principal amount of Loans so deemed to be retired or cancelled; (ii) any Loans acquired by any Non-Debt Fund Affiliate may (but shall not be required to) be contributed to Holdings, the Borrower or any of their Subsidiaries, which may include contribution to Holdings, the Borrower or any of their Subsidiaries in exchange for debt securities or Equity Interests of Holdings (or any direct or indirect parent thereof) that are permitted to be issued at such time (it being understood that any Loans so contributed shall, to the extent permitted by applicable law, be deemed to be automatically retired and cancelled promptly upon such contribution); provided that upon any such retirement and cancellation, the aggregate outstanding principal amount of the Loans shall be deemed reduced, as of the date of such contribution, by the full par value of the aggregate principal amount of the Loans so contributed and cancelled, and each Installment with respect to the Loans pursuant to Section 2.12 shall be reduced pro rata by the full par value of the aggregate principal amount of Loans so contributed and cancelled; (iii) the relevant Affiliated Lender and assigning Lender shall have executed an obligation Affiliated Lender Assignment and Assumption; (iv) after giving effect to participate the relevant assignment and to all other assignments to all Affiliated Lenders, the Affiliated Lender Limitation shall be satisfied (other than in the case of Loans acquired pursuant to the Open Market Purchase Agreements); provided that each party hereto acknowledges and agrees that the Administrative Agent shall not be liable for any such Purchase Offer. For losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person in connection with any compliance or non-compliance with this clause (k)(iv) or any purported assignment exceeding the avoidance of doubt, Affiliated Lender Limitation (it is being understood and agreed that the provisions of Sections 2.13, 2.15 and 9.05 will not Affiliated Lender Limitation is intended to apply to any Loan made available to Affiliated Lenders by means other than formal assignment (e.g., as a result of an acquisition of another Lender (other than any Debt Fund Affiliate) by any Affiliated Lender or the purchases provision of Additional Term Loans by any Affiliated Lender); provided, further, that to the extent that any assignment to any Affiliated Lender would result in the aggregate principal amount of Loans held by Affiliated Lenders exceeding the Affiliated Lender Limitation (after giving effect to any substantially simultaneous cancellation thereof), the assignment of the relevant excess amount shall be null and void; (v) in connection with any assignment effected pursuant to an Auction and/or open market purchase conducted by Holdings, the Borrower or any of their Subsidiaries, (A) the relevant Person may not use the proceeds of any Permitted Revolving Indebtedness to fund such assignment, and (B) other than in the case of the Open Market Purchase Offers made pursuant Agreements, no Event of Default exists at the time of acceptance of bids for the Auction or the entry into a binding agreement with respect to the relevant open market purchase, as applicable; (vi) by its acquisition of Loans, each relevant Affiliated Lender shall be deemed to have acknowledged and agreed that: (A) the Loans held by such Affiliated Lender shall be disregarded in accordance both the numerator and denominator in the calculation of any Requisite Lender or other Lender vote (and the Loans held by such Affiliated Lender shall be deemed to be voted pro rata along with the provisions other Lenders that are not Affiliated Lenders); provided that (x) such Affiliated Lender shall have the right to vote (and the Loans held by such Affiliated Lender shall not be so disregarded) with respect to any amendment, modification, waiver, consent or other action that requires the vote of this Section 2.21. The Auction Manager acting all Lenders or all Lenders directly and adversely affected thereby, as the case may be, and (y) no amendment, modification, waiver, consent or other action shall (1) disproportionately affect such Affiliated Lender in its capacity as a Lender as compared to other Lenders of the same Class that are not Affiliated Lenders or (2) deprive any Affiliated Lender of its share of any payments which the Lenders are entitled to share on a pro rata basis hereunder, in each case without the consent of such hereunder shall Affiliated Lender; (B) such Affiliated Lender, solely in its capacity as an Affiliated Lender, will not be entitled to (i) attend (including by telephone) or participate in any meeting or discussion (or portion thereof) solely among the benefits of Administrative Agent, the provisions of Article VIII Collateral Agent and Section 9.04 any Lender or solely among Lenders and, in each case, to which the Credit Parties and their representatives are not invited, or (ii) receive any information or material prepared by the Administrative Agent, the Collateral Agent or any Lender or any communication by or among the Administrative Agent or the Collateral Agent and one or more Lenders, except to the same extent such information or materials have been made available by the Administrative Agent, the Collateral Agent or any Lender to any Credit Party or its representatives (and in any case, other than the right to receive notices of Borrowings, prepayments and other administrative notices in respect of its Loans required to be delivered to Lenders pursuant to Article II); and (C) such Affiliated Lender waives any right it may otherwise have had to bring any action in connection with the Loans acquired against the Administrative Agent, in its capacity as if each reference therein to the “Agents” were a reference to the Auction Managersuch, and the Administrative Agent shall cooperate with not have any liability for any losses suffered by any Person as a result of any purported assignment to or from such Affiliated Lender; (vii) no Affiliated Lender shall be required to represent or warrant that, as of the Auction Manager as reasonably requested by the Auction Manager date of any such purchase or assignment, it is not in order to enable it to perform its responsibilities and duties possession of Private-Side Information in connection with any assignment permitted by this Section 10.6; (viii) in any proceeding under any Debtor Relief Law, the interest of any Affiliated Lender in any Loan will be deemed to be voted in the same proportion as the vote of Lenders that are not Affiliated Lenders on the relevant matter and each Purchase OfferAffiliated Lender hereby acknowledges, agrees and consents that if, for any reason, its vote to accept or reject any plan pursuant to the Bankruptcy Code is not deemed to have been so voted, then such vote will be (i) deemed not to be in good faith and (ii) “designated” pursuant to Section 1126(e) of the Bankruptcy Code such that the vote is not counted in determining whether the applicable class has accepted or rejected such plan in accordance with Section 1126(c) of the Bankruptcy Code; provided that each Affiliated Lender will be entitled to vote its interest in any Loan for any plan of reorganization or other arrangement with respect to which the relevant vote being sought proposes to treat the interest of such Affiliated Lender in such Loan in a manner that is less favorable to such Affiliated Lender than the proposed treatment of Loans held by other Lenders; and (ix) the Affiliated Lender shall provide the Administrative Agent with notice of such acquisition. Notwithstanding anything to the contrary contained herein, any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of its Loans and/or Commitments to any Debt Fund Affiliate, and any Debt Fund Affiliate may, from time to time, purchase such Loans or Commitments (x) on a non-pro rata basis through Auctions or (y) on a non-pro rata basis through open market purchases without the consent of the Administrative Agent, in each case, notwithstanding the requirements set forth in subclauses (i) through (viii) of this Section 10.6(k); provided that (i) the Loans and Commitments held by all Debt Fund Affiliates shall not account for more than 49.9% of the amounts included in determining whether the Requisite Lenders have (I) consented to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Credit Document or any departure by any Credit Party therefrom, (II) otherwise acted on any matter related to any Credit Document or (III) directed or required the Administrative Agent, the Collateral Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Credit Document; it being understood and agreed that the portion of the Loans and/or Commitments that accounts for more than 49.9% of the relevant Requisite Lender action shall be deemed to be voted pro rata along with other Lenders that are not Debt Fund Affiliates and (ii) the Debt Fund Affiliate shall provide the Administrative Agent with notice of such acquisition. Any Loans acquired by any Debt Fund Affiliate may (but shall not be required to) be contributed to Holdings, the Borrower or any of their Subsidiaries for purposes of cancelling such Indebtedness (it being understood that any Loans so contributed shall be retired and cancelled immediately upon thereof); provided that upon any such cancellation, the aggregate outstanding principal amount of the relevant Class of Loans shall be deemed reduced, as of the date of such contribution, by the full par value of the aggregate principal amount of the Loans so contributed and cancelled, and each Installment with respect to the Loans pursuant to Section 2.12 shall be reduced pro rata by the full par value of the aggregate principal amount of any applicable Loans so contributed and cancelled.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower Borrowers may from time to time, at its their discretion, conduct modified Dutch auctions in order to purchase its outstanding Loans or Other Term Loans of one or more Classes (as determined by the BorrowerBorrowers) (each, a “"Purchase Offer”"), each such Purchase Offer to be managed exclusively by an investment bank of recognized standing selected by the Administrative Agent (or such other financial institution chosen by the Borrower and Borrowers that is reasonably acceptable to the Administrative Agent) Agent (in such capacity, the “"Auction Manager”"), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.13 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term of the Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes)[Reserved]; (iv) the aggregate principal amount (calculated on the face amount thereof) of all Loans or Other Term Loans of the applicable Class or Classes so purchased by the Borrower Borrowers or any Subsidiary of the Borrowers shall automatically be cancelled and retired by the Borrower Borrowers on the settlement date of the relevant purchase (and may will thereafter no longer be outstanding hereunder) (it being agreed that any gains or losses by the Borrowers upon the purchase and cancelation of Loans or Other Term Loans shall not be resold) (without any increase to taken into account in the calculation of Consolidated EBITDA as a result of any gains associated with cancellation of debtCash Flow or Consolidated Net Income), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one (1) Purchase Offer with respect to any Class may be ongoing at any one timetime and no more than four (4) Purchase Offers may be made in any one year; (vi) the Borrower represents Borrowers represent and warrants warrant that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, Parent Restricted Information that (A1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public informationParent Restricted Information) prior to such time and (B2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s 's decision to participate in the Purchase Offer;; and (vii) at the time of each purchase of any Loans or Other Term Loans through a Purchase Offer, the Borrower Borrowers shall have delivered to the Auction Manager an officer’s 's certificate of an officer Authorized Representative of the Borrowers certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower Borrowers must terminate any Purchase Offer if it fails they fail to satisfy one or more of the conditions set forth above which are required or cannot reasonably be expected to be met satisfy such conditions at the time which otherwise would have been the time of set for purchase of any Loans or Other Term Loans pursuant to such Purchase Offer. If the Borrower commences Borrowers commence any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower Borrowers reasonably believes believe that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower Borrowers shall have no liability to any Lender or Incremental Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Loans or Other Term Loans of any Class or Classes made by the Borrower Borrowers pursuant to this Section 2.212.13, (xi) the Borrower Borrowers shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Loans or Other Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (yii) such purchases (and the payments made by the Borrower Borrowers and the cancellation of the purchased Loans or Other Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 4.01 or Section 4.02 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, 2.13 (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.134.08, 2.15 10.04 and 9.05 10.06 will not apply to the purchases of Loans or Other Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.13. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.06 to the same extent as if each reference therein to the “Agents” "Administrative Agent" were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower Borrowers may from time to time, at its their discretion, conduct modified Dutch auctions in order to purchase its outstanding Loans or Other Term Loans of one or more Classes (as determined by the BorrowerBorrowers) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be such purchase is made (A) as an open market purchase or (B) pursuant to a modified Dutch auction managed by an investment bank of recognized standing selected by the Borrowers that is reasonably acceptable to the Administrative Agent (in such capacity, the "Auction Manager") and conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice, if applicable, and at the time of (and immediately after giving effect to) the purchase or assignment of any Term Loans in connection with any Purchase Offerof the Loans; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Loans or Other Term Loans of the applicable Class or Classes so purchased by the Borrower Borrowers or any Subsidiary of the Borrowers shall automatically be cancelled and retired by the Borrower Borrowers on the settlement date of the relevant purchase (and may not will thereafter no longer be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debtoutstanding hereunder), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans;; and (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (viiv) the Borrower represents Borrowers represent and warrants warrant that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, Borrower Restricted Information that (A1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public informationBorrower Restricted Information) prior to such time and (B2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s 's decision to participate in the Purchase Offer; (vii) at the time of each purchase of assign or sell its Loans or Other Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10Loans. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Loans or Other Term Loans of any Class or Classes made by the Borrower Borrowers pursuant to this Section 2.212.13, (xi) the Borrower Borrowers shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Loans or Other Term Loans of the applicable Class or Classes up to the settlement date of such purchase purchase, and upon such payment, such Loans or other Term Loans and related Obligations shall no longer be outstanding, and (yii) such purchases (and the payments made by the Borrower Borrowers and the cancellation of the purchased Loans or Other Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 4.01, Section 4.02 or Section 7.22(d) hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions any purchase of Loans or Other Term Loans effected pursuant to and in accordance with the terms of this Section 2.21; provided, 2.13 (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offerassign or sell its Loans or Other Term Loans pursuant this Section 2.13). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.134.08, 2.15 10.04 and 9.05 10.06 will not apply to the purchases of Loans or Other Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.21. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer2.13.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the a Purchasing Borrower Party may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the BorrowerPurchasing Borrower Party) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Purchasing Borrower Party and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.20 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Purchasing Borrower Party offers to purchase in any such Purchase Offer shall be no less than U.S. $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) [Reserved.]; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Purchasing Borrower Party shall automatically be cancelled and retired by the Purchasing Borrower Party on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Purchasing Borrower Party be entitled to any vote hereunder in connection with such Term Loans; (vvi) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vivii) the Purchasing Borrower Party represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiariesSubsidiaries, or with respect to the Loans or the securities of any such personPerson, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (viiviii) at the time of each purchase of Term Loans through a Purchase Offer, the Purchasing Borrower Party shall have delivered to the Auction Manager an officer’s certificate of an officer a Responsible Officer certifying as to compliance with the preceding clause (vivii);; and (viiiix) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.21, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 and 9.05 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.21. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to belowbelow and to Section 11.2, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to facilitate the purchase of its Term Loans of one or more Classes (as determined by the Borrower) Purchasing Borrower Parties (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfiedsatisfied or waived: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the such Purchasing Borrower Party offers to purchase in any such Purchase Offer shall be no less than $25,000,000 (2,500,000, unless another amount is agreed to by the Administrative AgentAgent (such agreement not to be unreasonably withheld or delayed) (across all or such Classes)lesser amount to the extent the amount of outstanding Term Loans is less than $2,500,000; (iv) immediately after giving effect to any purchase of Term Loans by any Purchasing Borrower Party pursuant to this Section 2.21, there shall be no Revolving Credit Outstandings other than undrawn amounts of Letters of Credit; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the a Purchasing Borrower Party shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the any Purchasing Borrower Party be entitled to any vote hereunder in connection with such Term Loans; (vvi) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Loan Lenders holding Term Loans of such Class on a pro rata basis;; and (ixviii) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10Incremental Term Loans. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met (and have not been waived) at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the a Purchasing Borrower Party commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied or waived at the time of the commencement of such Purchase Offer have in fact been satisfiedsatisfied or waived), and if at such time of commencement the such Purchasing Borrower Party reasonably believes that all required conditions set forth above which are required to be satisfied or waived at the time of the consummation of such Purchase Offer shall be satisfiedsatisfied or waived, then the such Purchasing Borrower Party shall have no liability to any Term Loan Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the a Purchasing Borrower Party pursuant to this Section 2.21, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase purchase, and (y) such purchases (and the payments made by the such Purchasing Borrower Party (and the cancellation of the purchased LoansLoans in the case of any Loans purchased by a Purchasing Borrower Party, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 Sections 2.7 or 2.8 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided2.21 (provided that, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13Section 2.16(a), 2.15 Section 2.12 and 9.05 Section 11.9 will not apply (but for the avoidance of doubt, Sections 11.2(g) and 11.23 will apply) to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.21. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII 10 and Section 9.04 11.3 and Section 11.4 to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer. (d) This Section 2.21 shall supersede any provisions in Sections 2.12, 11.1 or 11.9 to the contrary.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the BorrowerBorrower but excluding the Term A Loans and the Term A-1 Loans) (each, a “"Purchase Offer”"), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “"Auction Manager”"), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.25 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiariesSubsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Responsible Officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis;; and (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan or Swingline Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Term Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.212.25, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.212.25; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.132.16, 2.15 2.18 and 9.05 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.25. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.05 to the same extent as if each reference therein to the “"Agents” " were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer. (d) This Section 2.25 shall supersede any provisions in Section 2.18 or 9.06 to the contrary.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower BGI may from time to time, at its discretion, (1) offer to purchase Term Loans of individual Lenders in open market transactions or (2) conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the BorrowerBGI) (this clause (2), each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower BGI and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.25 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower BGI offers to purchase in any such Purchase Offer shall be no less than U.S. $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower BGI shall automatically be cancelled and retired by the Borrower BGI on the settlement date of the relevant purchase (and may not be resold) (without any increase or reduction to LTM Adjusted Consolidated EBITDA as a result of any gains or losses associated with cancellation of debt), and in no event shall the Borrower BGI be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer[reserved]; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi)[reserved]; (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan or Swingline Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10[reserved]. (b) The Borrower BGI must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower BGI commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower BGI reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower BGI shall have no liability to any Term Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower BGI pursuant to this Section 2.212.25, (x) the Borrower BGI shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower BGI and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.212.25; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.132.16, 2.15 2.18 and 9.05 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.25. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 9.05 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer. (d) This Section 2.25 shall supersede any provisions in Section 2.18 or 9.06 to the contrary.

Loan Repurchases. (a) . (a) (a) Subject to the terms and conditions set forth or referred to below, the a Purchasing Borrower Party may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the BorrowerPurchasing Borrower Party) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Purchasing Borrower Party and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.203 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Purchasing Borrower Party offers to purchase in any such Purchase Offer shall be no less than U.S. $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) [Reserved.]; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Purchasing Borrower Party shall automatically be cancelled and retired by the Purchasing Borrower Party on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Purchasing Borrower Party be entitled to any vote hereunder in connection with such Term Loans; (vvi) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vivii) the Purchasing Borrower Party represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiariesSubsidiaries, or with respect to the Loans or the securities of any such personPerson, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.21, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 and 9.05 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.21. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “Purchase Offer”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other a financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) Agent (in such capacity, the “Auction Manager”” (it being understood that the Administrative Agent shall be under no obligation to act as Auction Manager)), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.19 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one time; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ixvii) no purchase of any Term Loans shall Purchase Offer may be made from funded with drawings under the proceeds of any Revolving Facility LoanABL Credit Agreement; and (xviii) all parties to the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10relevant transactions shall render customary “big-boy” disclaimer letters. (b) The Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.212.19, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 hereofpurchase. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.212.19; provided, that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.132.12, 2.15 2.14 and 9.05 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject Notwithstanding anything to the terms and conditions set forth or referred to belowcontrary contained in any Loan Document, the Borrower may conduct reverse Dutch auctions from time to time, at its discretion, conduct modified Dutch auctions time in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a an “Purchase OfferAuction”), ) (each such Purchase Offer Auction to be managed exclusively by the Administrative Agent (if it consents to do so in its sole discretion) or such other financial institution chosen another investment bank(s) of recognized standing selected by the Borrower and reasonably acceptable to following consultation with the Administrative Agent) Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Purchase Offer Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 and the Auction ProceduresSchedule 2.19; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase OfferAuction; (iii) the minimum principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer Auction shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) [reserved]; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (vvi) no more than one Purchase Offer with respect to any Class Auction may be ongoing at any one time; (vivii) the Borrower represents shall represent and warrants warrant that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, MNPI that both (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public informationMNPI) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, to a Lender’s decision to participate in the Purchase Offer;Auction; and (viiviii) at the time of each purchase of Term Loans through a Purchase Offeran Auction, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Responsible Officer certifying as to compliance with the preceding clause clauses (vii) through (vii); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The Borrower must terminate any Purchase Offer an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offerthe respective Auction. If the Borrower commences any Purchase Offer Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer the respective Auction have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation purchase of Loans pursuant to such Purchase Offer Auction shall be satisfied, then the Borrower shall have no liability to any Lender or any other Person for any termination of such Purchase Offer the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation purchase of such Purchase OfferLoans pursuant to the respective Auction, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.21Section, (xi) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering offer documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (yii) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes be subject to the terms and conditions of Section 2.08 hereofor 2.09. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers Auctions and the other transactions effected pursuant to and in accordance with the terms of contemplated by this Section 2.21; provided, (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an any obligation to participate in any such Purchase Offer. For Auctions) and hereby waive the avoidance requirements of doubtany provision of any Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section, including Sections 2.08, 2.09 and 2.16 (it is being understood and agreed that the provisions of Sections 2.13, 2.15 and 9.05 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with by the provisions of this Section 2.21Borrower shall not constitute Investments). The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII X and Section 9.04 to the same extent 11.04 mutatis mutandis as if each reference therein to the “AgentsAgent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase OfferAuction.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the U.S. Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “make Purchase Offer”)Offers, each such Purchase Offer to be managed exclusively by Wxxxx Fargo Securities, LLC or another investment bank of recognized standing selected by the U.S. Borrower following consultation with the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.23 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer; (iii) the minimum principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the U.S. Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 1,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the U.S. Borrower shall automatically be cancelled and retired by the U.S. Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Purchase Offer with respect to any Class may be ongoing at any one timetime and no more than four Purchase Offers (regardless of Class) may be made in any one year; (vi) the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities purchase of any such person, that (A) has not been previously disclosed Term Loans in writing to connection with any Purchase Offer may be financed using the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer;proceeds of any Revolving Borrowing; and (vii) at the time of each purchase of Term Loans through a Purchase Offer, the U.S. Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer a Financial Officer certifying as to compliance with the preceding clause (viii); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10. (b) The U.S. Borrower must terminate any Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Purchase Offer. If the U.S. Borrower commences any Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Purchase Offer have in fact been satisfied), and if at such time of commencement the U.S. Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the U.S. Borrower shall have no liability to any Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the U.S. Borrower pursuant to this Section 2.212.23, (x) the U.S. Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the U.S. Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.11 or any other provision hereof. (c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, 2.23 (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 Section 2.18 and 9.05 Section 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.23. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.04 Article IX to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Loan Repurchases. (a) Subject to the terms and conditions set forth or referred to below, the any Purchasing Borrower Party may from time to time, at in its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “make Auction Purchase Offer”)Offers, each such Auction Purchase Offer to be managed exclusively by X.X. Xxxxxx Securities LLC or another investment bank of recognized standing selected by such Purchasing Borrower Party following consultation with the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “Auction Manager”), so long as the following conditions are satisfied: (i) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.21 2.19 and the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction Auction Notice and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Auction Purchase Offer; (iii) the principal amount (calculated on the face amount thereof) of each and all Classes of Term Loans that the Borrower offers to purchase in any such Purchase Offer shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (iv) the aggregate principal amount (calculated on the face amount thereof) of Term Loans that such Purchasing Borrower Party offers to purchase in any such Auction Purchase Offer shall be no less than $10,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) all Term Loans of the applicable Class or Classes so purchased by the any Purchasing Borrower Party shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans; (v) no more than one Auction Purchase Offer with respect to any Class may be ongoing at any one time;time and no more than four Auction Purchase Offers (regardless of Class) may be made in any one year; and (vi) no Purchasing Borrower Party may use the Borrower represents and warrants that no Loan Party shall have any material non-public information with respect proceeds, direct or indirect, from Revolving Credit Loans to the Loan Parties or their subsidiaries, or with respect to the Loans or the securities of any such person, that (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such material non-public information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Purchase Offer; (vii) at the time of each purchase of Term Loans through a Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an officer certifying as to compliance with the preceding clause (vi); (viii) any Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (ix) no purchase of any Term Loans shall be made from the proceeds of any Revolving Facility Loan; and (x) the Borrower is in Pro Forma Compliance with the financial covenant set forth in Section 6.10Loans. (b) The Any Purchasing Borrower Party must terminate any Auction Purchase Offer if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction Purchase Offer. If the any Purchasing Borrower Party commences any Auction Purchase Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Auction Purchase Offer have in fact been satisfied), and if at such time of commencement the Borrower and such Purchasing Borrower Party reasonably believes believe that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Auction Purchase Offer shall be satisfied, then the Borrower and such Purchasing Borrower Party shall have no liability to any Lender for any termination of such Auction Purchase Offer as a result of its the failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Auction Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the any Purchasing Borrower Party pursuant to this Section 2.212.19, (x) the such Purchasing Borrower Party shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the such Purchasing Borrower Party and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.08 2.05 or any other provision hereof. (c) The Administrative Agent and the Lenders hereby consent to the Auction Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.21; provided, 2.19 (provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Auction Purchase Offer). For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.13, 2.15 Section 2.13 and 9.05 Section 10.07 will not apply to the purchases of Term Loans pursuant to Auction Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.212.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII 9 and Section 9.04 Article 10 to the same extent as if each reference therein to the “AgentsAdministrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction Purchase Offer.