Common use of Notice Procedures Clause in Contracts

Notice Procedures. In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class of Term Loans (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers to purchase in such Auction (the “Auction Amount”) which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class relevant Tranche of Term Loans (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower Offeror will provide notification to the Auction Manager Manager2 (for distribution to the Term Lenders Lenders) of the applicable Class of Term Loans 1 The Offer Documents are anticipated to include the form of Auction Notice, Return Bid and Form of Assignment and Acceptance and any additional documentation establishing or effecting procedures necessary for the applicable Auction, in each case, in form and substance satisfactory to the Administrative Agent. 2 The applicable Auction Manager may require an engagement letter appointing such Person as Auction Manager, with appropriate authorizations and indemnification. that will be the subject of the Auction (each, an “Auction Notice”)) in substantially the form of Annex A to this Exhibit 11.2. Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers Offeror is willing to purchase in such the Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent)1,000,000 or an integral multiple of $1,000,000 in excess of thereof; (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower Offeror would be willing to purchase Term Loans of each applicable Class in such the Auction; and (iii) the date on which such the Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (, as such date and time may be extended by the Auction Manager(such time, such time the “Expiration Time”). Such Expiration Time may be extended ) for a period not exceeding three (3) Business Days upon notice by the Borrower Offeror to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, however, that only one extension per offer Offer shall be permitted. An Auction shall be regarded as a “failed auctionFailed Auction” in the event that either (x) the Borrower Offeror withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionFailed Auction, the Borrower Offeror shall not be permitted to deliver a new Auction Notice prior to the date occurring three five (35) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything In connection with any assignment pursuant to the contrary contained hereinany auction, the Borrower Offeror shall not initiate any Auction by delivering an Auction Notice make representations and warranties to the Auction Manager until after Manager, the conclusion (whether successful or failed) Administrative Agent and the Lenders that, as of the previous launch date of the related Auction (if any), whether such conclusion occurs by withdrawal and the effective date of such previous assignment, it is not in possession of any information regarding any Loan Party, its assets, its ability to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or the occurrence enter into any Offeror Assignment and Acceptance, or participate in any of the Expiration Time transactions contemplated thereby, that has not previously been disclosed to the Auction Manager, the Administrative Agent and the Lenders. In the event that any assigning Lender has determined for itself to not access any information so disclosed, such assigning Lender acknowledges that (i) other Lenders may have availed themselves of such previous Auctioninformation and (ii) neither the Offeror, the Auction Manager nor the Administrative Agent has any responsibility for such Lender’s decision to limit the scope of the information it has obtained in connection with its evaluation of the Auction or entering into the Offeror Assignment and Acceptance.

Notice Procedures. In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of holding the applicable Class of Term Loans that will be the subject of such Auction) (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of the Term Loans of each applicable Class that the Borrower offers to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction ManagerManager at the request of the Borrower, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (xi) the Borrower withdraws such Auction in accordance with the terms hereof or (yii) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each AuctionAuction Purchase Offer, the a Purchasing Borrower Party will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders) of the applicable Class of Term Loans (as determined by such Purchasing Borrower Party in its sole discretion) that will be the subject of such Auction Purchase Offer (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each the applicable Class that the applicable Purchasing Borrower Party offers to purchase in such Auction Purchase Offer (the “Auction Amount”) ), which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent)20,000,000; (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)25) per $1,000, at which the such Purchasing Borrower Party would be willing to purchase Term Loans of each applicable such Class in such AuctionAuction Purchase Offer; and (iii) the date on which such Auction Purchase Offer will concludeconclude (which date shall not be less than three Business Days following the distribution of the Auction Notice to the Lenders), on which date Return Bids (as defined below) will be due by 1:00 p.m. (p.m., New York time) City time (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the applicable Purchasing Borrower Party to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer Auction Purchase Offer shall be permitted. An Auction Purchase Offer shall be regarded as a “failed auctionAuction Purchase Offer” in the event that either (x) the applicable Purchasing Borrower Party withdraws such Auction Purchase Offer in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionAuction Purchase Offer, the no Purchasing Borrower Party shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the applicable Purchasing Borrower Party shall not initiate any Auction Purchase Offer by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction Purchase Offer (if any), whether such conclusion occurs by withdrawal of such previous Auction Purchase Offer or the occurrence of the Expiration Time of such previous AuctionAuction Purchase Offer.

Notice Procedures. In connection with each Auction, the Borrower Purchaser will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders) of the applicable Class of Term Loans substantially in the form of Annex A to this Exhibit J that will be the subject of the Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers Purchaser is willing to purchase in such the Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agentor an integral multiple of $1,000,000 in excess thereof); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower Purchaser would be willing to purchase Term Loans of each applicable Class in such the Auction; and (iii) the date on which such the Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (, as such date and time may be extended by the Auction Manager(such time, such time the “Expiration Time”). Such Expiration Time may be extended ) for a period not exceeding three (3) Business Days upon notice by the Borrower Purchaser to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, however, that only one extension per offer shall be permittedpermitted (unless approved by the Auction Manager). The Auction Manager will promptly, and in any event no later than 3 Business Days after receipt, deliver a copy of the Auction Notice and a form of Return Bid to each Lender of the relevant Class. An Auction shall be regarded as a “failed auctionFailed Auction” in the event that either (x) the Borrower Purchaser withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionFailed Auction, the Borrower Purchaser shall not be permitted to deliver a new Auction Notice prior to the date occurring three five (35) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class of Term Loans (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum minimum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 5,000,000 (unless another a lesser amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.previous

Notice Procedures. In connection with each Auction, the Borrower will provide notification to the Auction Manager Agent (for distribution to the Term Lenders of the applicable Class of Term Loans (each, an “Auction Notice”)). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 5,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 4:00 p.m. (New York time) (as such date and time may be extended by the Auction ManagerAgent, such time the “Expiration Time”), and (iv) the Tranche or Type of Loan the Borrower offers to purchase. Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager Agent received not less than 24 hours before the original Expiration Time; provided that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three one (31) Business Days month (or such shorter period as may be permitted by the Agent in its sole discretion) after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, Under no circumstances may the Borrower shall not initiate any Auction by delivering deliver an Auction Notice to the Auction Manager Agent until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such any previous Auction.

Notice Procedures. In connection with each Auction, the Borrower Purchaser will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders) of the applicable Class of Tranche B Term Loans substantially in the form of Annex A to this Exhibit K that will be the subject of the Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Tranche B Term Loans of each applicable Class that the Borrower offers Purchaser is willing to purchase in such the Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent)5,000,000 or an integral multiple of $1,000,000 in excess thereof; (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower Purchaser would be willing to purchase Tranche B Term Loans of each applicable Class in such the Auction; and (iii) the date on which such the Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (, as such date and time may be extended by the Auction Manager(such time, such time the “Expiration Time”). Such Expiration Time may be extended ) for a period not exceeding three (3) Business Days upon notice by the Borrower Purchaser to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, however, that only one extension per offer shall be permittedpermitted (unless approved by the Auction Manager). An Auction shall be regarded as a “failed auctionFailed Auction” in the event that either (x) the Borrower Purchaser withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionFailed Auction, the Borrower Purchaser shall not be permitted to deliver a new Auction Notice prior to the date occurring three five (35) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, Holdings or the Borrower applicable Subsidiary will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class Class) of the Term Loans that will be the subject of the Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each the applicable Class that Holdings or the Borrower offers applicable Subsidiary is willing to purchase in such the Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent)20,000,000 or an integral multiple of $1,000,000 in excess of thereof; (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which Holdings or the Borrower applicable Subsidiary would be willing to purchase Term Loans of each applicable Class in such the Auction; and (iii) the date on which such the Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (, as such date and time may be extended by the Auction Manager(such time, such time the “Expiration Time”). Such Expiration Time may be extended ) for a period not exceeding three (3) Business Days upon notice by Holdings or the Borrower applicable Subsidiary to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auctionFailed Auction” in the event that either (x) Holdings or the Borrower applicable Subsidiary withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionFailed Auction, Holdings or the Borrower applicable Subsidiary shall not be permitted to deliver a new Auction Notice prior to the date occurring three [five (3) 5)] Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Term B Lenders of the applicable Class tranche(s)) of the tranche or tranches of Term B Loans that will be the subject of such Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereofthereof and not to exceed the remaining amount permitted to be prepaid through Auctions in accordance with Section 2.18 of the Credit Agreement) of each tranche of Term B Loans of each applicable Class that the Borrower offers to purchase prepay in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 10,000,000 and whole increments of $500,000 in excess thereof (unless another amount is agreed to by the Administrative AgentAgent and the Auction Manager); (ii) the range of discounts to par or the amount below a certain discount to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower would be willing to purchase prepay Term B Loans of each applicable Class tranche in such Auction; and (iii) the date and time on which such Auction will conclude, on which date and time Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a an additional period not exceeding three (3) Business Days upon notice by the Borrower as agreed to between the Auction Manager received not less than 24 hours before and the original Expiration Time; provided that only one extension per offer shall be permittedBorrower. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class of Term Loans (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each AuctionPurchase Offer, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class(es)) of the Class or Classes of Term Loans or Other Term Loans (as determined by the Borrower in its sole discretion) that will be the subject of such Purchase Offer (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of each Class of Term Loans of each applicable Class or Other Term Loans that the Borrower offers to purchase in such Auction Purchase Offer (the “Auction Amount”) ), which shall be no less than $25,000,000 15,000,000 (across all such Classes) (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)) per $1,000, at which the Borrower would be willing to purchase Term Loans or Other Term Loans of each applicable Class in such AuctionPurchase Offer; and (iii) the date on which such Auction Purchase Offer will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (p.m., New York time) time (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, that only one extension two extensions per offer shall be permitted. An Auction A Purchase Offer shall be regarded as a “failed auctionpurchase offer” in the event that either (x) the Borrower withdraws such Auction Purchase Offer in accordance with the terms hereof or as set forth in Section 2.23(b) of the Credit Agreement or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionpurchase offer, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction Purchase Offer by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction Purchase Offer (if any), whether such conclusion occurs by withdrawal of such previous Auction Purchase Offer or the occurrence of the Expiration Time of such previous AuctionPurchase Offer.

Notice Procedures. In connection with each Auction, the Borrower Borrowers will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders) of the applicable Class of Term Loans that will be the subject of the Auction by delivering to the Auction Manager a written notice in form and substance reasonably satisfactory to the Auction Manager (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum aggregate principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers Borrowers are willing to purchase in such the Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)1,000, at which the Borrower Borrowers would be willing to purchase Term Loans of each applicable Class in such the Auction; and (iii) the date on which such the Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and at the time may be extended by provided in the Auction ManagerNotice (such time, such time the “Expiration Time”). Such Expiration Time , as such date and time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower Borrowers to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, however, that only one extension per offer Discounted Prepayment Offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws Borrowers withdraw such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower Borrowers shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class of Term Loans (eacheach such notification, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York City time) (as such date and time may be extended by the Auction ManagerManager at the request of the Borrower as set forth below, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auctionAuction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionAuction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each AuctionAuction Purchase Offer, the a Purchasing Borrower Party will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders) of the applicable Class or Classes of Term Loans (as determined by such Purchasing Borrower Party in its sole discretion) that will be the subject of such Auction Purchase Offer (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of each Class or Classes of Term Loans of each applicable Class that the applicable Purchasing Borrower Party offers to purchase in such Auction Purchase Offer (the “Auction AmountAmount ”) ), which shall be no less than $25,000,000 15,000,000 (unless another amount is agreed to by the Administrative Agentacross all such Classes); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)25) per $1,000, at which the such Purchasing Borrower Party would be willing to purchase Term Loans of each applicable Class in such AuctionAuction Purchase Offer; and (iii) the date on which such Auction Purchase Offer will concludeconclude (which date shall not be less than three Business Days following the distribution of the Auction Notice to the Lenders of the applicable Class(es)), on which date Return Bids (as defined below) will be due by 1:00 p.m. (p.m., New York time) City time (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the applicable Purchasing Borrower Party to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that that, only one extension two (2) extensions per offer shall be permitted. An Auction Purchase Offer shall be regarded as a “failed auctionAuction Purchase Offer” in the event that either (x) the applicable Purchasing Borrower Party withdraws such Auction Purchase Offer in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionAuction Purchase Offer, the no Purchasing Borrower Party shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the applicable Purchasing Borrower Party shall not initiate any Auction Purchase Offer by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction Purchase Offer (if any), whether such conclusion occurs by withdrawal of such previous Auction Purchase Offer or the occurrence of the Expiration Time of such previous AuctionAuction Purchase Offer.

Notice Procedures. In connection with each Auction, Holdings, the Borrower applicable Borrowers or the applicable Restricted Subsidiary, as the case may be, will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class of Term Loans Loans) (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each that Holdings, the applicable Class that the Borrower or such Restricted Subsidiary offers to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 2,500,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which Holdings, the applicable Borrower or such Restricted Subsidiarity would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York City time) (as such date and time may be extended by the Auction ManagerManager at the request of Holdings, the applicable Borrower or such Restricted Subsidiary as set forth below, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by Holdings, the applicable Borrower or such Restricted Subsidiary to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auctionAuction” in the event that either (x) Holdings, the applicable Borrower or such Restricted Subsidiary withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionAuction, Holdings, the applicable Borrower or such Restricted Subsidiary shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, Holdings, the Borrower Borrowers or any Restricted Subsidiary shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each AuctionPurchase Offer, a Borrower (the Borrower “Purchasing Borrower”) will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class of Term Loans of the Purchasing Borrower (as determined by the Purchasing Borrower in its sole discretion) that will be the subject of such Purchase Offer (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of its Term Loans of each applicable Class that the Purchasing Borrower offers to purchase in such Auction Purchase Offer (the “Auction Amount”) ), which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)) per $1,000, at which the Purchasing Borrower would be willing to purchase its Term Loans of each applicable Class in such AuctionPurchase Offer; and (iii) the date on which such Auction Purchase Offer will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (p.m., New York time) time (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Purchasing Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, that only one extension two extensions per offer shall be permitted. An Auction A Purchase Offer shall be regarded as a “failed auctionpurchase offer” in the event that either (x) the Purchasing Borrower withdraws such Auction Purchase Offer in accordance with the terms hereof or as set forth in Section 2.24(b) of the Credit Agreement or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionpurchase offer, the no Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the no Borrower shall not initiate any Auction Purchase Offer by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction Purchase Offer (if any), whether such conclusion occurs by withdrawal of such previous Auction Purchase Offer or the occurrence of the Expiration Time of such previous AuctionPurchase Offer.

Notice Procedures. In connection with each Auction, the Borrower Purchaser will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders), substantially in the form of Annex A to this Exhibit J, of the applicable Class Loans that will be the subject of Term Loans the Auction (eachsuch notification, an “Auction Notice”). Each Auction Notice shall contain contain: (ia) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers Purchaser is willing to purchase in such the Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent)5,000,000 or an integral multiple of $1,000,000 in excess thereof; (iib) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower Purchaser would be willing to purchase Term Loans of each applicable Class in such the Auction; and (iiic) the date on which such the Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (p.m., New York City time) (, as such date and time may be extended by the Auction Manager(such time, such time the “Expiration Time”). Such Expiration Time may be extended ) for a period not exceeding three (3) Business Days upon notice by the Borrower Purchaser to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, however, that only one extension per offer shall be permittedpermitted (unless otherwise approved by the Auction Manager). An Auction shall be regarded as a “failed auctionFailed Auction” in the event that either (xi) the Borrower Purchaser withdraws such Auction in accordance with the terms hereof or (yii) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionFailed Auction, the Borrower Purchaser shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) five Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable relevant Class of Term Loans (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the any Borrower Party offers to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 5,000,000 (unless another a lesser amount is agreed to by the Administrative AgentAgent and the Borrower); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)1,000, at which the any Borrower Party would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) the time specified by the Auction Manager and such Borrower Party in the Auction Notice (as such date and time may be extended by the Auction ManagerManager and the Borrower, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon reasonable notice by the Borrower to the Auction Manager received not less than 24 hours before and such notice shall include the original Expiration Timeduration of such extension, which extension period shall be mutually agreed between the Borrower and the Auction Manager; provided that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three one (31) Business Days Day after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate Table of Contents any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each AuctionAuction Purchase Offer, the a Purchasing Borrower Party will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders) of the applicable Class of Term Loans (as determined by such Purchasing Borrower Party in its sole discretion) that will be the subject of such Auction Purchase Offer (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each the applicable Class that the applicable Purchasing Borrower Party offers to purchase in such Auction Purchase Offer (the “Auction Amount”) ), which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent)20,000,000; (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)25) per $1,000, at which the such Purchasing Borrower Party would be willing to purchase Term Loans of each applicable such Class in such AuctionAuction Purchase Offer; and (iii) the date on which such Auction Purchase Offer will concludeconclude (which date shall not be less than three Business Days following the distribution of the Auction Notice to the Lenders), on which date Return Bids (as defined below) will be due by 1:00 p.m. (p.m., New York time) City time (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the applicable Purchasing Borrower Party to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer Auction Purchase Offer shall be permitted. An Auction Purchase Offer shall be regarded as a “failed auctionAuction Purchase Offer” in the event that either (x) the applicable Purchasing Borrower Party withdraws such Auction Purchase Offer in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionAuction Purchase Offer, the no Purchasing Borrower Party shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.the

Notice Procedures. In connection with each AuctionPurchase Offer, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class of Term Initial Loans or New Loans (each, a “Class”), as determined by the Borrower in its sole discretion that will be the subject of such offer to purchase Loans from each Lender on a pro rata basis (a “Purchase Offer”) (each such notification, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers to purchase in such Auction Purchase Offer (the “Auction Amount”) ), which shall be no less than $25,000,000 10,000,000 (across Classes) (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)) per $1,000, at which the Borrower would be willing to purchase Term Loans of each applicable Class in such AuctionPurchase Offer; and (iii) the date on which such Auction Purchase Offer will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (p.m., New York time) time (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days (or such other period as may be reasonably consented to by the Auction Manager) upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension two extensions per offer shall be permitted. An Auction A Purchase Offer shall be regarded as a “failed auctionpurchase offer” in the event that either (x) the Borrower withdraws such Auction Purchase Offer in accordance with the terms hereof or as set forth in Section 10.06(h) of the Credit Agreement or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionpurchase offer, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction Purchase Offer by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction Purchase Offer (if any), whether such conclusion occurs by withdrawal of such previous Auction Purchase Offer or the occurrence of the Expiration Time of such previous AuctionPurchase Offer.

Notice Procedures. In connection with each AuctionAuction Purchase Offer, the Borrower applicable Purchasing Company Party will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class(es)) of the Class or Classes of Term Loans (as determined by such Purchasing Company Party in its sole discretion) that will be the subject of such Auction Purchase Offer (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of each Class of Term Loans of each applicable Class that the Borrower applicable Purchasing Company Party offers to purchase in such Auction Purchase Offer (the “Auction Amount”) ), which shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agentacross all such Classes); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)) per $1,000, at which the Borrower such Purchasing Company Party would be willing to purchase Term Loans of each applicable Class in such AuctionAuction Purchase Offer; and (iii) the date on which such Auction Purchase Offer will concludeconclude (which date shall not be fewer than three Business Days following the distribution of the Auction Notice to the Lenders of the applicable Class(es)), on which date Return Bids (as defined below) will be due by 1:00 p.m. (p.m., New York time) City time (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower Purchasing Company Party to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, that only one extension two extensions per offer shall be permittedpermitted (unless otherwise approved by the Auction Manager prior to the date of the applicable Auction Purchase Offer). An Auction Purchase Offer shall be regarded as a “failed auctionpurchase offer” in the event that either (x) the Borrower applicable Purchasing Company Party withdraws such Auction Purchase Offer in accordance with the terms hereof or as set forth in Section 2.24(b) of the Credit Agreement or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionpurchase offer, the Borrower no Purchasing Company Party shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower applicable Purchasing Company Party shall not initiate any Auction Purchase Offer by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction Purchase Offer (if any), whether such conclusion occurs by withdrawal of such previous Auction Purchase Offer or the occurrence of the Expiration Time of such previous AuctionAuction Purchase Offer.

Notice Procedures. In connection with each Auction, the Borrower Company will provide notification to the Auction Manager (for distribution to the Term Lenders of holding the applicable Class of Add-On Term Loans that will be the subject of such Auction (each, an “Auction Notice”)). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of the Add-On Term Loans of each applicable Class that the Borrower Company offers to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 50,000,000 (unless another amount is agreed to by the Administrative AgentAuction Manager); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower Company would be willing to purchase Add-On Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction ManagerManager at the request of the Company, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower Company to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (xi) the Borrower Company withdraws such Auction in accordance with the terms hereof or (yii) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower Company shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower Company shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. 1. Where the Employer determines that layoffs are necessary, it shall provide at least eight (8) weeks advance written notice (and make best efforts to provide more notice) to the SEIU and DC co-chairs of Local 500 of the layoffs, and identify the department and titles in which it has determined that layoffs shall occur. In connection with each Auctionthe event that layoffs are the direct result of the automation of job duties previously performed by a bargaining unit employee, the Borrower Employer will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class of Term Loans (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers to purchase in such Auction (the “Auction Amount”) which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon months’ notice by the Borrower to the Auction Manager received not less than 24 hours before SEIU and the original Expiration Time; provided that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been receivedDC co-chairs of Local 500. In the event an employee is involuntarily reduced to part-time status as a result of a failed auctionpoor Agency finances, the Borrower shall not be permitted Employer will return the employee to deliver a new Auction Notice prior full-time status if and when in its discretion, it determines that agency finances have improved to the date occurring three (3) Business Days point that it is practicable to do so. The above advance notice provisions for layoffs also apply. 2. The Employer and the Oxfam America DC Union co-chairs, shall discuss and attempt to reach agreement upon whether the Agency's needs may be met by means other than layoffs, such as job sharing, reduction in hours or filling of vacant positions. Such discussion will commence not later than one week after such withdrawal or Expiration Timewritten notice has been provided to SEIU and the Oxfam America DC Union co- chairs, and may include an Interest-Based Bargaining approach but is not limited to this approach and will be based on the principles of partnership, collaboration, joint effort, and mutual understanding as well as Xxxxx’s stated feminist principles.. If agreement has not been reached by the case may be. Notwithstanding anything to end of the contrary contained hereinnotice period, the Borrower shall not initiate any Auction Employer may unilaterally implement the layoffs, including such modifications as may be agreed upon or as may arise from the discussions. 3. After the union notice period, or earlier by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) mutual agreement of the previous Auction Employer and the co-chairs, but at least four (if any), whether such conclusion occurs by withdrawal of such previous Auction or 4) weeks before the occurrence effective date of the Expiration Time layoff, the Employer will provide the employees selected for layoff with notice of such previous Auctionthe layoff. The Employer shall make best efforts to provide more notice.

Notice Procedures. In connection with each Auction, the Borrower applicable Affiliated Persons will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class of Term Loans (each, or Term Loans of a particular Class) that will be the subject of such Auction (an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans (or Term Loans of each applicable Class a particular Class) that the Borrower offers Affiliated Person is willing to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 10,000,000 or an integral multiple of $1,000,000 in excess of thereof (unless another amount is other amounts are agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower Affiliated Person would be willing to purchase such Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (, as such date and time may be extended by the Auction Manager(such time, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower Affiliated Persons to the Auction Manager received not less than 24 twenty-four (24) hours before the original Expiration Time; provided provided, however, that only one extension per offer Return Bid shall be permittedpermitted (unless otherwise agreed by the Auction Manager). An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws Affiliated Persons withdraw such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower Affiliated Persons shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the applicable Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class of Term Loans (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the applicable Borrower offers to purchase in such Auction (the “Auction Amount”) which shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative AgentAgent in its reasonable discretion); (ii) the range of discounts to par (the “Discount Range”) expressed as a range of prices per $1,000 (in increments of $5), at which the applicable Borrower would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the applicable Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension two extensions per offer shall be permittedpermitted (unless otherwise approved by the Auction Manager prior to the date of the applicable Expiration Time). An Auction shall be regarded as a “failed auction” in the event that either (x) the applicable Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the applicable Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the applicable Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the applicable Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class of Term Loans Facility (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class in the relevant Term Facility that the such Borrower offers to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the such Borrower would be willing to purchase such Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. 10:00 a.m. (New York Pacific time) (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the such Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the such Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the no Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each AuctionDiscounted Voluntary Prepayment Offer, the Borrower will provide notification to the Auction Manager (for distribution to the Term B Lenders of the applicable Class of Term B Loans (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal aggregate amount (calculated on of the face amount thereof) of Term B Loans of each applicable Class that the Borrower offers to purchase prepay in such Auction Discounted Voluntary Prepayment Offer (the “Auction Amount”), which may be expressed at the election of the Borrower as either (A) which shall the total par principal amount of the Type of Term B Loans offered to be no less than $25,000,000 prepaid or (unless another B) the total cash amount is agreed offered to by be paid pursuant to the Administrative Agentauction described herein (the “Auction”); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)1,000, at which the Borrower would be willing to purchase prepay Term B Loans of each applicable Class in such AuctionDiscounted Voluntary Prepayment Offer; provided that the par principal amount of the Term B Loans offered to be prepaid in each Auction shall be in a minimum aggregate amount of $2,000,000 and with minimum increments of $1,000,000 (it being understood that the par principal amount of Term B Loans actually prepaid may be less than the minimum amount in the event that the aggregate par principal amount of Term B Loans actually offered to be available for prepayment by Term B Lenders in such Auction is less than the minimum amount); (iii) the date on which such Auction Discounted Voluntary Prepayment Offer will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) p.m., which date shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”); and (iv) any other conditions specified by the Borrower that must be satisfied for the Borrower to be obligated to consummate such Discounted Voluntary Prepayment Offer. Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer shall . The terms of the Auction Notice may be permittedamended upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time. An Auction A Discounted Voluntary Prepayment Offer shall be regarded as a “failed auctiondiscounted voluntary prepayment offer” in the event that either (x) the Borrower withdraws such Auction Discounted Voluntary Prepayment Offer in accordance with the terms hereof or as set forth in Section 2.17 of the Credit Agreement or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionDiscounted Voluntary Prepayment Offer, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction Discounted Voluntary Prepayment Offer by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction Discounted Voluntary Prepayment Offer (if any), whether such conclusion occurs by withdrawal of such previous Auction Discounted Voluntary Prepayment Offer or the occurrence of the Expiration Time of such previous AuctionDiscounted Voluntary Prepayment Offer.

Notice Procedures. In connection with each an Auction, the Borrower applicable Buyback Party will provide notification to the Auction Manager Administrative Agent (for distribution to the Term Lenders of the Lenders) (an “Auction Notice”) containing for each applicable Class of Term Loans (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of such Term Loans of each applicable Class that the Borrower Buyback Party offers to purchase repurchase in such the Auction (the “Auction Amount”) which shall (a) may be no stated as a range of a minimum and maximum amount (the “Auction Amount Range”), (b) may not be less than $25,000,000 1,000,000 and (unless another amount is agreed to by the Administrative Agent); c) shall be an integral multiple of $500,000, (ii) the range of discounts to par (the “Discount Range”) par, which must be expressed as a range of the prices per $1,000 (in increments of $5), ) principal amount of Term Loans (the “Discount Range”) at which the Borrower such Buyback Party would be willing to purchase repurchase Term Loans of each applicable Class in such Auction; the Auction and (iii) the date on (such date, the “Expiration Date”) and time (such time, the “Expiration Time”) at which such Auction will conclude, on which date time Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (due, as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three five (35) Business Days upon notice by the Borrower Buyback Party to the Auction Manager received Administrative Agent not less than 24 hours before the original Expiration Time; provided provided, that only one extension three extensions per offer shall be permitted. An offer to repurchase Term Loans specified in an Auction Notice shall be regarded as a “failed auction” deemed terminated in the event that either (x) the Borrower applicable Buyback Party withdraws such Auction offer in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been receivedthat do not meet the minimum Auction Amount. In the event of a failed auctionsuch event, the Borrower shall Buyback Party may not be permitted to deliver a new Auction Notice prior to the date occurring three (3) 3 Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything In the event the Auction Amount is stated as a range in the Auction Notice, then for all purposes of these auction procedures, the “Auction Amount” under such Auction Notice shall be deemed to be the lowest number in such range, until such time as the Buyback Party notifies the Administrative Agent that it has elected to increase such Auction Amount within such range. Any such election by the Buyback Party must be given in writing to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until Administrative Agent no later than 24 hours after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous AuctionTime.

Notice Procedures. In connection with each Auction, the Borrower Borrowers will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders) of the applicable Class of Term Loans that will be the subject of the Auction by delivering to the Auction Manager a written notice in form and substance reasonably satisfactory to the Auction Manager (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum aggregate principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers Borrowers are willing to purchase in such the Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)1,000, at which the Borrower Borrowers would be willing to purchase Term Loans of each applicable Class in such the Auction; and (iii) the date on which such the Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and at the time may be extended by provided in the Auction ManagerNotice (such time, such time the “Expiration Time”). Such Expiration Time , as such date and time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower Borrowers to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, however, that only one extension per offer Discounted Prepayment Offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws Borrowers withdraw such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower Borrowers shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.or

Notice Procedures. In connection with each Auction, the Borrower Purchaser will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders) of the applicable Class of Term Loans, Incremental Term Loans or Refinancing Term Loans substantially in the form of Annex A to this Exhibit L that will be the subject of the Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans, Incremental Term Loans of each applicable Class or Refinancing Term Loans that the Borrower offers Purchaser is willing to purchase in such the Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 1,000,000 or an integral multiple of $500,000 in excess thereof (unless another amount is agreed to by the Term Administrative AgentAgent and Auction Manager); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower Purchaser would be willing to purchase Term Loans, Incremental Term Loans of each applicable Class or Refinancing Term Loans in such the Auction; and (iii) the date on which such the Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (, as such date and time may be extended by the Auction Manager(such time, such time the “Expiration Time”). Such Expiration Time may be extended ) for a period not exceeding three (3) Business Days upon notice by the Borrower Purchaser to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, however, that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auctionFailed Auction” in the event that either (x) the Borrower Purchaser withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionFailed Auction, the Borrower Purchaser shall not be permitted to deliver a new Auction Notice prior to the date occurring three five (35) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Lux Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class of Term Loans (each, an “Auction Notice”)). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Lux Borrower offers to purchase in such Auction (the “Auction Amount”) which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) expressed as a range of prices per $1,000 (in increments of $5), at which the Lux Borrower would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Lux Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the Lux Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Lux Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, (a) the Lux Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction, (b) no more than one (1) Auction Notice with respect to any Class of Term Loans may be outstanding at any one time and (c) the Lux Borrower shall not initiate any Auction for any Second-Out Loans so long as any First-Out Loans are outstanding.

Notice Procedures. In connection with each Auction, the Borrower Purchaser will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders) of the applicable Class Loans substantially in the form of Term Loans Annex A to this Exhibit P that will be the subject of the Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers Purchaser is willing to purchase in such the Auction (the “Auction Amount”) which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower Purchaser would be willing to purchase Term Loans of each applicable Class in such the Auction; and (iii) the date on which such the Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (, as such date and time may be extended by the Auction Manager(such time, such time the “Expiration Time”). Such Expiration Time may be extended ) for a period not exceeding three (3) Business Days upon notice by the Borrower Purchaser to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, however, that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auctionFailed Auction” in the event that either (x) the Borrower Purchaser withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionFailed Auction, the Borrower Purchaser shall not be permitted to deliver a new Auction Notice prior to the date occurring three five (35) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each AuctionAuction Purchase Offer, the applicable Purchasing Borrower Party will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class(es)) of the Class or Classes of Term Loans (as determined by such Purchasing Borrower Party in its sole discretion) that will be the subject of such Auction Purchase Offer (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term each Class of Loans of each applicable Class that the applicable Purchasing Borrower Party offers to purchase in such Auction Purchase Offer (the “Auction Amount”) ), which shall be no less than $25,000,000 10,000,000 (across all such Classes) (unless another a lesser amount is agreed to by the Administrative AgentAgent in its reasonable discretion); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)) per $1,000, at which the such Purchasing Borrower Party would be willing to purchase Term Loans of each applicable Class in such AuctionAuction Purchase Offer; and (iii) the date on which such Auction Purchase Offer will concludeconclude (which date shall not be fewer than three Business Days following the distribution of the Auction Notice to the Lenders of the applicable Class(es)), on which date Return Bids (as defined below) will be due by 1:00 p.m. (p.m., New York time) City time (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Purchasing Borrower Party to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, that only one extension two extensions per offer shall be permittedpermitted (unless otherwise approved by the Auction Manager prior to the date of the applicable Auction Purchase Offer). An Auction Purchase Offer shall be regarded as a “failed auctionpurchase offer” in the event that either (x) the applicable Purchasing Borrower Party withdraws such Auction Purchase Offer in accordance with the terms hereof or as set forth in Section 2.24(b) of the Second Lien Credit Agreement or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionpurchase offer, the no Purchasing Borrower Party shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the applicable Purchasing Borrower Party shall not initiate any Auction Purchase Offer by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction Purchase Offer (if any), whether such conclusion occurs by withdrawal of such previous Auction Purchase Offer or the occurrence of the Expiration Time of such previous AuctionAuction Purchase Offer.

Notice Procedures. In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class of Term Loans (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers to purchase in such Auction (the “Auction Amount”) which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) expressed as a range of prices per $1,000 (in increments of $5)1,000, at which the Borrower would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders) of the applicable Class of Term Loans that will be the subject of the Auction by delivering to the Auction Manager a written notice in form and substance reasonably satisfactory to the Auction Manager (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum aggregate principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers is willing to purchase in such the Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)1,000, at which the Borrower would be willing to purchase Term Loans of each applicable Class in such the Auction; and (iii) the date on which such the Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and at the time may be extended by provided in the Auction ManagerNotice (such time, such time the “Expiration Time”). Such Expiration Time , as such date and time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, however, that only one extension per offer Discounted Prepayment Offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower Company will provide notification to the Auction Manager (for distribution to the Term Lenders of holding the applicable Class of Add-On Term Loans that will be the subject of such Auction (each, an “Auction Notice”)). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of the Add-On Term Loans of each applicable Class that the Borrower Company offers to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 50,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower Company would be willing to purchase Add-On Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction ManagerManager at the request of the Company, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower Company to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (xi) the Borrower Company withdraws such Auction in accordance with the terms hereof or (yii) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower Company shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower Company shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each AuctionAuction Purchase Offer, the a Purchasing Borrower Party will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders) of the applicable Class of Term Loans (as determined by such Purchasing Borrower Party in its sole discretion) that will be the subject of such Auction Purchase Offer (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the applicable Purchasing Borrower Party offers to purchase in such Auction Purchase Offer (the “Auction Amount”) ), which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent)10,000,000; (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)25) per $1,000, at which the such Purchasing Borrower Party would be willing to purchase Term Loans of each applicable Class in such AuctionAuction Purchase Offer; and (iii) the date on which such Auction Purchase Offer will concludeconclude (which date shall not be less than three Business Days following the distribution of the Auction Notice to the Lenders), on which date Return Bids (as defined below) will be due by 1:00 p.m. (p.m., New York time) City time (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the applicable Purchasing Borrower Party to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer Auction Purchase Offer shall be permitted. An Auction Purchase Offer shall be regarded as a “failed auctionAuction Purchase Offer” in the event that either (x) the applicable Purchasing Borrower Party withdraws such Auction Purchase Offer in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionAuction Purchase Offer, the no Purchasing Borrower Party shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the applicable Purchasing Borrower Party shall not initiate any Auction Purchase Offer by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction Purchase Offer (if any), whether such conclusion occurs by withdrawal of such previous Auction Purchase Offer or the occurrence of the Expiration Time of such previous AuctionAuction Purchase Offer.

Notice Procedures. In connection with each Auction, the Borrower applicable Affiliated Persons will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class Loans and/or Incremental Loans that will be the subject of Term Loans such Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class and/or Incremental Loans that the Borrower offers Affiliated Person is willing to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent)10,000,000 or an integral multiple of $1,000,000 in excess of thereof; (ii) the range of discounts to par (the “Discount Range”) expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower Affiliated Person would be willing to purchase Term Loans of each applicable Class and/or Incremental Loans in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) time (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower Affiliated Persons to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, however, that only one extension per offer Return Bid shall be permittedpermitted (unless otherwise agreed by the Auction Manager). An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws Affiliated Persons withdraw such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower Affiliated Persons shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each AuctionAuction Purchase Offer, the a Purchasing Borrower Party will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders) of the applicable Class or Classes of Term Loans (as determined by such Purchasing Borrower Party in its sole discretion) that will be the subject of such Auction Purchase Offer (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of each Class or Classes of Term Loans of each applicable Class that the applicable Purchasing Borrower Party offers to purchase in such Auction Purchase Offer (the “Auction Amount”) Amount “), which shall be no less than $25,000,000 15,000,000 (unless another amount is agreed to by the Administrative Agentacross all such Classes); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)25) per $1,000, at which the such Purchasing Borrower Party would be willing to purchase Term Loans of each applicable Class in such AuctionAuction Purchase Offer; and (iii) the date on which such Auction Purchase Offer will concludeconclude (which date shall not be less than three Business Days following the distribution of the Auction Notice to the Lenders of the applicable Class(es)), on which date Return Bids (as defined below) will be due by 1:00 p.m. (p.m., New York time) City time (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the applicable Purchasing Borrower Party to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that that, only one extension two (2) extensions per offer shall be permitted. An Auction Purchase Offer shall be regarded as a “failed auctionAuction Purchase Offer” in the event that either (x) the applicable Purchasing Borrower Party withdraws such Auction Purchase Offer in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionAuction Purchase Offer, the no Purchasing Borrower Party shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the applicable Purchasing Borrower Party shall not initiate any Auction Purchase Offer by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction Purchase Offer (if any), whether such conclusion occurs by withdrawal of such previous Auction Purchase Offer or the occurrence of the Expiration Time of such previous AuctionAuction Purchase Offer.

Notice Procedures. In connection with each Auction, the Borrower Purchaser will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders) of the applicable Class Loans substantially in the form of Term Loans Annex A to this Exhibit Q that will be the subject of the Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers Purchaser is willing to purchase in such the Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent)[ ] or an integral multiple of $[ ] in excess thereof; (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower Purchaser would be willing to purchase Term Loans of each applicable Class in such the Auction; and (iii) the date on which such the Auction will conclude, on which date Return Bids (as defined below) will be due by [1:00 p.m. (New York time) (], as such date and time may be extended by the Auction Manager(such time, such time the “Expiration Time”). Such Expiration Time may be extended ) for a period not exceeding three (3) Business Days upon notice by the Borrower Purchaser to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, however, that only one extension per offer auction shall be permitted. An Auction shall be regarded as a “failed auctionFailed Auction” in the event that either (x) the Borrower Purchaser withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionFailed Auction, the Borrower Purchaser shall not be permitted to deliver a new Auction Notice prior to the date occurring three five (35) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each AuctionPurchase Offer, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class(es)) of the Class or Classes of Term Loans (as determined by the Borrower in its sole discretion) that will be the subject of such Purchase Offer (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of each Class of Term Loans of each applicable Class that the Borrower offers to purchase in such Auction Purchase Offer (the “Auction Amount”) ), which shall be no less than $25,000,000 [Ù]1 (across all such Classes) (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)) per $1,000, at which the Borrower would be willing to purchase Term Loans of each applicable Class in such AuctionPurchase Offer; and (iii) the date on which such Auction Purchase Offer will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (p.m., New York time) time (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, that only one extension two extensions per offer shall be permitted. An Auction A Purchase Offer shall be regarded as a “failed auctionpurchase offer” in the event that either (x) the Borrower withdraws such Auction Purchase Offer in accordance with the terms hereof or as set forth in Section 2.23(b) of the Credit Agreement or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionpurchase offer, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction Purchase Offer by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction Purchase Offer (if any), whether such conclusion occurs by withdrawal of such previous Auction Purchase Offer or the occurrence of the Expiration Time of such previous AuctionPurchase Offer. ___________________________________ 1 To be consistent with Section 2.23(a)(iii) of the Credit Agreement.

Notice Procedures. (a) In connection with each Auction, the Borrower will provide notification event that any FirstCity Affiliate (a “Prospective Acquirer”) shall obtain a Qualified Investment Opportunity prior to the Auction Manager Termination Date, such Prospective Acquirer or Servicing shall promptly first give written notice to Värde by delivering a notice substantially in the form of Exhibit A hereto containing the information set forth in Section 2.7 (for distribution to the Term Lenders of the applicable Class of Term Loans (each, an “Auction Transaction Notice”). Each Auction Thereafter, on or before the fifth (5th) Business Day after delivery of a duly completed Transaction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers to purchase in such Auction Värde (the “Auction AmountTransaction Response Date”) which ), together with all required supporting information, Värde shall be no less than $25,000,000 (unless another amount is agreed complete and return to by the Administrative Agent); (ii) Prospective Acquirer or Servicing the range cover page of discounts to par the Transaction Notice (the “Discount RangeTransaction Response”) expressed as a range indicating whether Värde has an interest in the subject Investment Opportunity. Upon execution of prices per $1,000 an affirmative Transaction Response, Värde shall be responsible for payment of its pro rata share (based on the investment percentages set forth in increments the Transaction Notice) of $5), at which the Borrower would be willing to purchase Term Loans of each applicable Class in such Auction; Due Diligence Expenses incurred and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended contracted for a period not exceeding three (3) Business Days upon notice by the Borrower with respect to the Auction Manager received Qualified Investment Opportunity, subject to the terms and limitations expressly set forth in this Agreement. Upon execution of an affirmative Transaction Response, regardless of whether of not less than 24 hours before the original Expiration Time; provided that only one extension per offer shall be permitted. An Auction shall be regarded as Termination Date has passed, unless and until Värde delivers a “failed auction” in the event that either (x) the Borrower withdraws such Auction Withdrawal Notice in accordance with Section 2.3(b), no FirstCity Affiliate shall hold discussions with Persons other than Affiliates of Värde regarding such Qualified Investment Opportunity or participate in such Qualified Investment Opportunity other than as contemplated by the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been receivedTransaction Notice. In the event that Värde fails to timely return the Transaction Response or Värde responds negatively in the Transaction Response, then Värde and any Affiliate of Värde shall be free to proceed with the acquisition of the Qualified Investment Opportunity, directly or indirectly, either by itself or with any other Person, regardless of whether or not any FirstCity Affiliate pursues such Qualified Investment Opportunity. (b) Nothing in this Agreement, any Servicing Agreement or any organizational document with respect to an Acquisition Entity is or shall be intended to constitute a failed auction, the Borrower shall not be permitted delegation of any authority to deliver a new Auction Notice prior any FirstCity Affiliate by Värde or any Affiliate of Värde with respect to the date occurring three (3) Business Days after such withdrawal or Expiration Timedecision to participate in a Qualified Investment Opportunity, which decision shall be within the sole and absolute discretion of Värde. In no event will this Agreement be construed as a “sub-advisory agreement” as that term is used in the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) Investment Company Act of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction1940.

Notice Procedures. In connection with each Auction, the Borrower Company will provide notification to the Auction Manager (for distribution to the Term Lenders of holding the applicable Class of Term Loans that will be the subject of such Auction (each, an “Auction Notice”)). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of the Term Loans of each applicable Class that the Borrower Company offers to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative AgentAuction Manager); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower Company would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and at the time may be extended by provided in the Auction Manager, Notice (such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower Company to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (xi) the Borrower Company withdraws such Auction in accordance with the terms hereof hereof; or (yii) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower Company shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower Company shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class tranche(s)) of the tranche or tranches of Term Loans (as determined by the Borrower in its sole discretion) that will be the subject of such Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of each tranche of Term Loans of each applicable Class that the Borrower offers to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 (across all such tranches) or an integral of $1,000,000 in excess thereof (unless another a lesser amount is agreed to by the Administrative AgentAgent and the Borrower); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)1,000, at which the any Borrower would be willing to purchase Term B-1 Loans of each applicable Class and/or Term B-2 Loans in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) time (as such date and time may be extended by the Auction ManagerManager and the Borrower, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon reasonable notice by the Borrower to the Auction Manager received not less than 24 hours before and such notice shall include the original Expiration Timeduration of such extension, which extension period shall be mutually agreed between the Borrower and the Auction Manager; provided provided, however, that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auctionFailed Auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionFailed Auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three two (32) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class of Term Loans (each, an “Auction Notice”)). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative AgentAgent (such consent to not be unreasonably withheld or delayed)) or such lesser amount to the extent the amount of outstanding Term Loans is less than $50,000,000; (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 12:00 p.m. (New York time) (as such date and time may be extended by the Auction Manager, such time (including any extension thereof) the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension two (2) extensions per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class of Term Loans (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Purchasing Borrower offers Parties offer to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 2,500,000 (unless another amount is agreed to by the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed)) or such lesser amount to the extent the amount of outstanding Term Loans is less than $2,500,000; (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the a Purchasing Borrower Party would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 12:00 p.m. (New York time) (as such date and time may be extended by the Auction Manager, such time (including any extension thereof) the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension two (2) extensions per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower NewPageCo will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders) of the applicable Class of Term Loans that will be the subject of the Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers NewPageCo is willing to purchase in such the Auction (the “Auction Amount”) which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower NewPageCo would be willing to purchase Term Loans of each applicable Class in such the Auction; (iii) any additional conditions precedent to NewPageCo’s obligation to complete such Auction and purchase Term Loans pursuant thereto (which conditions shall be reasonably satisfactory to the Auction Manager) and (iiiiv) the date on which such the Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (, as such date and time may be extended by the Auction Manager(such time, such time the “Expiration Time”). Such Expiration Time may be extended ) for a period not exceeding three (3) five Business Days upon notice by the Borrower NewPageCo to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, however, that only one extension per offer Offer shall be permitted. In addition, not less than 24 hours before the Expiration Time NewPageCo may, in consultation with the Auction Manager, increase the Auction Amount and/or increase the upper end of the Discount Range. An Auction shall be regarded as a “failed auctionFailed Auction” in the event that either (x) the Borrower NewPageCo withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionFailed Auction, the Borrower NewPageCo shall not be permitted to deliver a new Auction Notice prior to the date occurring three five (35) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower Affiliate Purchaser will provide notification to notify the applicable Auction Manager (for distribution to all Lenders) prior to 1:00 p.m. New York time on the date on which the Affiliate Purchaser proposes to commence such Auction of the Term Lenders Loans that will be the subject of the applicable Class of Term Loans Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers Affiliate Purchaser is willing to purchase in such the Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent)5,000,000 or an integral multiple of $500,000 in excess of thereof; (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower Affiliate Purchaser would be willing to purchase Term Loans in the Auction; (iii) the applicable tranche or tranches of each applicable Class Term Loans the Affiliate Purchaser is willing to purchase in such the Auction; and (iiiiv) the date on which such the Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (, as such date and time may be extended by the Auction Manager(such time, such time the “Expiration Time”). Such Expiration Time may be extended ) for a period not exceeding three ten (310) Business Days upon notice by the Borrower Affiliate Purchaser to the applicable Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, however, that only one extension per offer Auction shall be permitted. An Auction shall be regarded as a “failed auctionFailed Auction” in the event that either (x) the Borrower Affiliate Purchaser withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Return Bids (as defined below) having been received. In the event of a failed auctionFailed Auction, the Borrower Affiliate Purchaser shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class tranche(s)) of the tranche or tranches of Term Loans (as determined by the Borrower in its sole discretion) that will be the subject of such Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of each tranche of Term Loans of each applicable Class that the Borrower offers to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 (across all such tranches) or an integral of $1,000,000 in excess thereof (unless another a lesser amount is agreed to by the Administrative AgentAgent and the Borrower); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)1,000, at which the any Borrower would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) time (as such date and time may be extended by the Auction ManagerManager and the Borrower, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon reasonable notice by the Borrower to the Auction Manager received not less than 24 hours before and such notice shall include the original Expiration Timeduration of such extension, which extension period shall be mutually agreed between the Borrower and the Auction Manager; provided provided, however, that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auctionFailed Auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionFailed Auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three two (32) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class relevant Tranche of Term Loans (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower Purchaser will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders) of the applicable Class of Term Loans substantially in the form of Annex A to this Exhibit M that will be the subject of the Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers Purchaser is willing to purchase in such the Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by or the Administrative Agent)Euro equivalent in the case of a Euro Borrower) or an integral multiple of $1,000,000 (or the Euro equivalent in the case of a Euro Borrower) in excess thereof; (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower Purchaser would be willing to purchase Term Loans of each applicable Class in such the Auction; and (iii) the date on which such the Auction will concludeconclude (which date shall not be sooner than three Business Days from such notice), on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (, as such date and time may be extended by the Auction Manager(such time, such time the “Expiration Time”). Such Expiration Time may be extended ) for a period not exceeding three (3) Business Days upon notice by the Borrower Purchaser to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, however, that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auctionFailed Auction” in the event that either (x) the Borrower Purchaser withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionFailed Auction, the Borrower Purchaser shall not be permitted to deliver a new Auction Notice prior to the date occurring three five (35) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower Company will provide notification to the Auction Manager (for distribution to the Term Lenders of holding the applicable Class of Add-On Term Loans that will be the subject of such Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of the Add-On Term Loans of each applicable Class that the Borrower Company offers to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 50,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower Company would be willing to purchase Add-On Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction ManagerManager at the request of the Company, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower Company to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (xi) the Borrower Company withdraws such Auction in accordance with the terms hereof or (yii) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower Company shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower Company shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each AuctionAuction Purchase Offer, the a Purchasing Borrower Party will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders) of the applicable Class or Classes of Term Loans (as determined by such Purchasing Borrower Party in its sole discretion) that will be the subject of such Auction Purchase Offer (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of each Class or Classes of Term Loans of each applicable Class that the applicable Purchasing Borrower Party offers to purchase in such Auction Purchase Offer (the “Auction AmountAmount ”) “), which shall be no less than $25,000,000 15,000,000 (unless another amount is agreed to by the Administrative Agentacross all such Classes); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)25) per $1,000, at which the such Purchasing Borrower Party would be willing to purchase Term Loans of each applicable Class in such AuctionAuction Purchase Offer; and (iii) the date on which such Auction Purchase Offer will concludeconclude (which date shall not be less than three Business Days following the distribution of the Auction Notice to the Lenders of the applicable Class(es)), on which date Return Bids (as defined below) will be due by 1:00 p.m. (p.m., New York time) City time (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the applicable Purchasing Borrower Party to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that that, only one extension two (2) extensions per offer shall be permitted. An Auction Purchase Offer shall be regarded as a “failed auctionAuction Purchase Offer” in the event that either (x) the applicable Purchasing Borrower Party withdraws such Auction Purchase Offer in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionAuction Purchase Offer, the no Purchasing Borrower Party shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the applicable Purchasing Borrower Party shall not initiate any Auction Purchase Offer by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction Purchase Offer (if any), whether such conclusion occurs by withdrawal of such previous Auction Purchase Offer or the occurrence of the Expiration Time of such previous AuctionAuction Purchase Offer.

Notice Procedures. In connection with each Auction, the Borrower Company will provide notification to the Auction Manager (for distribution to the Term Loan Lenders of the applicable Class of Term Loans (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower Company offers to purchase in such Auction (the “Auction Amount”) which shall be no less than $25,000,000 or the U.S. Dollar Equivalent thereof (unless another amount is agreed to by the Administrative Agent) (across all such Classes); (ii) the range of discounts to par (the “Discount Range”) expressed as a range of prices per $1,000 or the U.S. Dollar Equivalent thereof (in increments of $55 or the U.S. Dollar Equivalent thereof), at which the Borrower Company would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower Company to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower Company withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower Company shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower Company shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower Purchaser will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders) substantially in the form of Annex A to this Exhibit M, of the applicable Class of Term Loans that will be the subject of the Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers Purchaser is willing to purchase in such the Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent)1,000,000 or an integral multiple of $1,000,000 in excess thereof; (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower Purchaser would be willing to purchase Term Loans of each applicable Class in such the Auction; and (iii) the date on which such the Auction will conclude, on which date Return Bids (as defined below) will be due by [1:00 p.m. (New York time) (], as such date and time may be extended by the Auction Manager(such time, such time the “Expiration Time”). Such Expiration Time may be extended ) for a period not exceeding three (3) Business Days upon notice by the Borrower Purchaser to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, however, that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auctionFailed Auction” in the event that either (x) the Borrower Purchaser withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionFailed Auction, the Borrower Purchaser shall not be permitted to deliver a new Auction Notice prior to the date occurring three [five (3) 5)] Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable relevant Class of Term Loans (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the any Borrower Party offers to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 10,000,000 or an integral of $1,000,000 in excess thereof (unless another a lesser amount is agreed to by the Administrative AgentAgent and the Borrower); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)1,000, at which the any Borrower Party would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) the time specified by the Auction Manager and such Borrower Party in the Auction Notice (as such date and time may be extended by the Auction ManagerManager and the Borrower, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon reasonable notice by the Borrower to the Auction Manager received not less than 24 hours before and such notice shall include the original Expiration Timeduration of such extension, which extension period shall be mutually agreed between the Borrower and the Auction Manager; provided that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three one (31) Business Days Day after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower Purchaser will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders) substantially in the form of Annex A to this Exhibit M, of the applicable Class of Term Loans that will be the subject of the Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers Purchaser is willing to purchase in such the Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent)[ ] or an integral multiple of $[ ] in excess thereof; (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower Purchaser would be willing to purchase Term Loans of each applicable Class in such the Auction; and (iii) the date on which such the Auction will conclude, on which date Return Bids (as defined below) will be due by [1:00 p.m. (New York time) (], as such date and time may be extended by the Auction Manager(such time, such time the “Expiration Time”). Such Expiration Time may be extended ) for a period not exceeding three (3) Business Days upon notice by the Borrower Purchaser to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, however, that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auctionFailed Auction” in the event that either (x) the Borrower Purchaser withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionFailed Auction, the Borrower Purchaser shall not be permitted to deliver a new Auction Notice prior to the date occurring three [five (3) 5)] Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each AuctionAuction Purchase Offer, the a Purchasing Borrower Party will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders) of the applicable Class of Term Loans (as determined by such Purchasing Borrower Party in its sole discretion) that will be the subject of such Auction Purchase Offer (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each the applicable Class that the applicable Purchasing Borrower Party offers to purchase in such Auction Purchase Offer (the “Auction Amount”) ), which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent)20,000,000; (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)25) per $1,000, at which the such Purchasing Borrower Party would be willing to purchase Term Loans of each applicable such Class in such AuctionAuction Purchase Offer; and (iii) the date on which such Auction Purchase Offer will concludeconclude (which date shall not be fewer than three Business Days following the distribution of the Auction Notice to the Lenders), on which date Return Bids (as defined below) will be due by 1:00 p.m. (p.m., New York time) City time (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the applicable Purchasing Borrower Party to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension two extensions per offer Auction Purchase Offer shall be permitted. An Auction Purchase Offer shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.a

Notice Procedures. In connection with each Auction, the Borrower applicable Affiliated Persons will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class of Term Loans (each, or Term Loans of a particular Class) that will be the subject of such Auction (an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans (or Term Loans of each applicable Class a particular Class) that the Borrower offers Affiliated Person is willing to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 10,000,000 or an integral multiple of $1,000,000 in excess of thereof (unless another amount is other amounts are agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower Affiliated Person would be willing to purchase such Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (, as such date and time may be extended by the Auction Manager(such time, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower Affiliated Persons to the Auction Manager received not less than 24 twenty-four (24) hours before the original Expiration Time; provided provided, however, that only one extension per offer Return Bid shall be permittedpermitted (unless otherwise agreed by the Auction Manager). An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws Affiliated Persons withdraw such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower Affiliated Persons shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction. Reply Procedures. In connection with any Auction, each Lender wishing to participate in such Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation, in the form included in the respective Offer Documents (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) of Term Loans (or Term Loans of a particular Class) (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans (or Term Loans of a particular Class), in an amount not less than $1,000,000 (unless another amount is agreed to by the Auction Manager) or an integral multiple in excess thereof, that such Lender is willing to offer for sale at its Reply Price (the “Reply Amount”). A Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount comprises the entire amount of the Term Loans (or Term Loans of a particular Class) held by such Lender. The Lenders may only submit one Return Bid per Auction but each Return Bid may contain up to three (3) component bids, each of which may result in a separate Qualifying Bid (as defined below) and each of which will not be contingent on any other component bid by such Lender resulting in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance agreement in the form included in the Offer Documents (each, an “Auction Assignment and Acceptance”). The Affiliated Persons will not have any obligation to purchase any Term Loans at a price outside of the applicable Discount Range, nor will any Return Bids tendered outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below) or satisfaction of the Maximum Permitted Affiliated Holding.

Notice Procedures. In connection with each AuctionAuction Purchase Offer, the a Purchasing Borrower Party will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders) of the applicable Class or Classes of Term Loans (as determined by such Purchasing Borrower Party in its sole discretion) that will be the subject of such Auction Purchase Offer (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of each Class or Classes of Term Loans of each applicable Class that the applicable Purchasing Borrower Party offers to purchase in such Auction Purchase Offer (the “Auction AmountAmount “”) ), which shall be no less than $25,000,000 15,000,000 (unless another amount is agreed to by the Administrative Agentacross all such Classes); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)25) per $1,000, at which the such Purchasing Borrower Party would be willing to purchase Term Loans of each applicable Class in such AuctionAuction Purchase Offer; and (iii) the date on which such Auction Purchase Offer will concludeconclude (which date shall not be less than three Business Days following the distribution of the Auction Notice to the Lenders of the applicable Class(es)), on which date Return Bids (as defined below) will be due by 1:00 p.m. (p.m1:00 p.m., New York time) City time (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the applicable Purchasing Borrower Party to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that that, only one extension two (2) extensions per offer shall be permitted. An Auction Purchase Offer shall be regarded as a “failed auctionAuction Purchase Offer” in the event that either (x) the applicable Purchasing Borrower Party withdraws such Auction Purchase Offer in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionAuction Purchase Offer, the no Purchasing Borrower Party shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the applicable Purchasing Borrower Party shall not initiate any Auction Purchase Offer by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction Purchase Offer (if any), whether such conclusion occurs by withdrawal of such previous Auction Purchase Offer or the occurrence of the Expiration Time of such previous AuctionAuction Purchase Offer.

Notice Procedures. In connection with each AuctionAuction Prepayment Offer, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class of Term Loans (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal aggregate amount (calculated on of the face amount thereof) of Term Loans of each applicable Class that the Borrower offers to purchase prepay in such Auction Prepayment Offer (the “Auction Amount”), which may be expressed at the election of the Borrower as either (A) which shall the total par principal amount of the Class or Classes of Term Loans offered to be no less than $25,000,000 prepaid or (unless another B) the total cash amount is agreed offered to by be paid pursuant to the Administrative Agent)Auction; (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)1,000, at which the Borrower would be willing to purchase prepay Term Loans of each applicable Class in such AuctionAuction Prepayment Offer; provided that the par principal amount of the Term Loans offered to be prepaid in each Auction shall be in a minimum aggregate amount of $1,000,000 and with minimum increments of $100,000 (it being understood that the par principal amount of Term Loans actually prepaid may be less than the minimum amount in the event that the aggregate par principal amount of Term Loans actually offered to be available for prepayment by Lenders in such Auction is less than the minimum amount); (iii) the date on which such Auction Prepayment Offer will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”); and (iv) any other conditions specified by the Borrower that must be satisfied for the Borrower to be obligated to consummate such Auction Prepayment Offer. Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer shall . The terms of the Auction Notice may be permittedamended upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time. An Auction Prepayment Offer shall be regarded as a “failed auctionauction prepayment offer” in the event that either (x) the Borrower withdraws such Auction Prepayment Offer in accordance with the terms hereof or as set forth in Section 2.12(g)(iii) of the Credit Agreement or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionAuction Prepayment Offer, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction Prepayment Offer by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction Prepayment Offer (if any), whether such conclusion occurs by withdrawal of such previous Auction Prepayment Offer or the occurrence of the Expiration Time of such previous AuctionAuction Prepayment Offer.

Notice Procedures. In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of holding the applicable Class Loans that will be the subject of Term Loans such Auction) (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term the Loans of each applicable Class that the Borrower offers to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction ManagerManager at the request of the Borrower, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (xi) the Borrower withdraws such Auction in accordance with the terms hereof or (yii) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the applicable Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class of Term Loans (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the applicable Borrower offers to purchase in such Auction (the “Auction Amount”) which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) expressed as a range of prices per $1,000 (in increments of $5), at which the applicable Borrower would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the applicable Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the applicable Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the applicable Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the applicable Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each AuctionPurchase Offer, the a Borrower or Subsidiary of a Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders) of the applicable Class of Term Loans (as determined by such Borrower or Subsidiary of a Borrower in its sole discretion) that will be the subject of such Purchase Offer (each, an “"Auction Notice”"). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the applicable Borrower or Subsidiary of a Borrower offers to purchase in such Auction Purchase Offer (the “"Auction Amount”) which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent"); (ii) the range of discounts to par (the “"Discount Range”) "), expressed as a range of prices per $1,000 (in increments of $5)25) per $1,000, at which the such Borrower or Subsidiary of a Borrower would be willing to purchase Term Loans of each applicable such Class in such AuctionPurchase Offer; and (iii) the date on which such Purchase Offer will conclude (which date shall not be less than three Business Days following the distribution of the Auction will concludeNotice to the Lenders), on which date Return Bids (as defined below) will be due by 1:00 p.m. (p.m., New York time) City time (as such date and time may be extended by the Auction Manager, such time the “"Expiration Time”"). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the applicable Borrower or Subsidiary of a Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer Purchase Offer shall be permitted. An Auction A Purchase Offer shall be regarded as a “"failed auction” Purchase Offer" in the event that either (x) the applicable Borrower or Subsidiary of a Borrower withdraws such Auction Purchase Offer in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionPurchase Offer, the no Borrower or Subsidiary of a Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, (i) the applicable Borrower or Subsidiary of a Borrower shall not initiate any Auction Purchase Offer by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction Purchase Offer (if any), whether such conclusion occurs by withdrawal of such previous Auction Purchase Offer or the occurrence of the Expiration Time of such previous AuctionPurchase Offer and (ii) no more than four Purchase Offers may be made in any one year.

Notice Procedures. In connection with each AuctionAuction Purchase Offer, the applicable Purchasing Borrower Party will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class(es)) of the Class or Classes of Term Loans (as determined by such Purchasing Borrower Party in its sole discretion) that will be the subject of such Auction Purchase Offer (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of each Class of Term Loans of each applicable Class that the applicable Purchasing Borrower Party offers to purchase in such Auction Purchase Offer (the “Auction Amount”) ), which shall be no less than $25,000,000 10,000,000 (across all such Classes) (unless another a lesser amount is agreed to by the Administrative AgentAgent in its reasonable discretion); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)) per $1,000, at which the such Purchasing Borrower Party would be willing to purchase Term Loans of each applicable Class in such AuctionAuction Purchase Offer; and (iii) the date on which such Auction Purchase Offer will concludeconclude (which date shall not be fewer than three Business Days following the distribution of the Auction Notice to the Lenders of the applicable Class(es)), on which date Return Bids (as defined below) will be due by 1:00 p.m. (p.m., New York time) City time (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Purchasing Borrower Party to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, that only one extension two extensions per offer shall be permittedpermitted (unless otherwise approved by the Auction Manager prior to the date of the applicable Auction Purchase Offer). An Auction Purchase Offer shall be regarded as a “failed auctionpurchase offer” in the event that either (x) the applicable Purchasing Borrower Party withdraws such Auction Purchase Offer in accordance with the terms hereof or as set forth in Section 2.24(b) of the First Lien Credit Agreement or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionpurchase offer, the no Purchasing Borrower Party shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the applicable Purchasing Borrower Party shall not initiate any Auction Purchase Offer by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction Purchase Offer (if any), whether such conclusion occurs by withdrawal of such previous Auction Purchase Offer or the occurrence of the Expiration Time of such previous AuctionAuction Purchase Offer.

Notice Procedures. In connection with each Auction, the Borrower applicable Credit Party will provide notification to notify the applicable Auction Manager (for distribution to all Lenders) prior to 1:00 p.m. New York time on the date on which such Credit Party proposes to commence such Auction of the Term Lenders Loans that will be the subject of the applicable Class of Term Loans Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers such Credit Party is willing to purchase in such the Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent)5,000,000 or an integral multiple of $500,000 in excess thereof; (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower such Credit Party would be willing to purchase Term Loans in the Auction; (iii) the applicable tranche or tranches of each applicable Class Term Loans such Credit Party is willing to purchase in such the Auction; and (iiiiv) the date on which such the Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (, as such date and time may be extended by the Auction Manager(such time, such time the “Expiration Time”). Such Expiration Time may be extended ) for a period not exceeding three ten (310) Business Days upon notice by the Borrower such Credit Party to the applicable Auction Manager received not less than 24 twenty-four (24) hours before the original Expiration Time; provided provided, however, that only one (1) extension per offer Auction shall be permitted. An Auction shall be regarded as a “failed auctionFailed Auction” in the event that either (x) the Borrower such Credit Party withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Return Bids (as defined below) having been received. In the event of a failed auctionFailed Auction, the Borrower such Credit Party shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, Holdings or the Borrower applicable Subsidiary will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class Class) of the Term Loans or New Term Loans that will be the subject of the Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans or New Term Loans of each the applicable Class that Holdings or the Borrower offers applicable Subsidiary is willing to purchase in such the Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent)20,000,000 or an integral multiple of $1,000,000 in excess of thereof; (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which Holdings or the Borrower applicable Subsidiary would be willing to purchase Term Loans of each applicable Class or New Term Loans in such the Auction; and (iii) the date on which such the Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (, as such date and time may be extended by the Auction Manager(such time, such time the “Expiration Time”). Such Expiration Time may be extended ) for a period not exceeding three (3) Business Days upon notice by Holdings or the Borrower applicable Subsidiary to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auctionFailed Auction” in the event that either (x) Holdings or the Borrower applicable Subsidiary withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionFailed Auction, Holdings or the Borrower applicable Subsidiary shall not be permitted to deliver a new Auction Notice prior to the date occurring three [five (3) 5)] Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Term B Lenders of the applicable Class(es)) of the Class or Classes of Term B Loans that will be the subject of such Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereofthereof ) of each Class of Term B Loans of each applicable Class that the Borrower offers to purchase prepay in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 5,000,000 and whole increments of $500,000 in excess thereof (unless another amount is agreed to by the Administrative AgentAgent and the Auction Manager); (ii) the range of discounts to par or the amount below a certain discount to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower would be willing to purchase prepay Term B Loans of each applicable Class in such Auction; and (iii) the date and time on which such Auction will conclude, on which date and time Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a an additional period not exceeding three (3) Business Days upon notice by the Borrower as agreed to between the Auction Manager received not less than 24 hours before and the original Expiration Time; provided that only one extension per offer shall be permittedBorrower. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each AuctionAuction Purchase Offer, the a Purchasing Borrower Party will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders) of the applicable Class or Classes of Term Loans (as determined by such Purchasing Borrower Party in its sole discretion) that will be the subject of such Auction Purchase Offer (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of each Class or Classes of Term Loans of each applicable Class that the applicable Purchasing Borrower Party offers to purchase in such Auction Purchase Offer (the “Auction Amount”) ), which shall be no less than $25,000,000 10,000,000 (unless another amount is agreed to by the Administrative Agentacross all such Classes); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)25) per $1,000, at which the such Purchasing Borrower Party would be willing to purchase Term Loans of each applicable Class in such AuctionAuction Purchase Offer; and (iii) the date on which such Auction Purchase Offer will concludeconclude (which date shall not be less than three Business Days following the distribution of the Auction Notice to the Lenders of the applicable Class(es)), on which date Return Bids (as defined below) will be due by 1:00 p.m. (p.m., New York time) City time (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the applicable Purchasing Borrower Party to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension two extensions per offer shall be permitted. An Auction Purchase Offer shall be regarded as a “failed auctionAuction Purchase Offer” in the event that either (x) the applicable Purchasing Borrower Party withdraws such Auction Purchase Offer in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionAuction Purchase Offer, the no Purchasing Borrower Party shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the applicable Purchasing Borrower Party shall not initiate any Auction Purchase Offer by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction Purchase Offer (if any), whether such conclusion occurs by withdrawal of such previous Auction Purchase Offer or the occurrence of the Expiration Time of such previous AuctionAuction Purchase Offer.

Notice Procedures. In connection with each AuctionAuction Purchase Offer, the a Purchasing Borrower Party will provide notification to the Auction Manager (for distribution to the Term Lenders Lenders) of the applicable Class or Classes of Term Loans (as determined by such Purchasing Borrower Party in its sole discretion) that will be the subject of such Auction Purchase Offer (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of each Class or Classes of Term Loans of each applicable Class that the applicable Purchasing Borrower Party offers to purchase in such Auction Purchase Offer (the “Auction Amount”) ), which shall be no less than $25,000,000 10,000,000 (across all such Classes) (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)1,000, at which the such Purchasing Borrower Party would be willing to purchase Term Loans of each applicable Class in such AuctionAuction Purchase Offer; and (iii) the date on which such Auction Purchase Offer will concludeconclude (which date shall not be less than three Business Days following the distribution of the Auction Notice to the Lenders of the applicable Class(es)), on which date Return Bids (as defined below) will be due by 1:00 p.m. (p.m., New York time) City time (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the applicable Purchasing Borrower Party to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension two extensions per offer shall be permitted. An Auction Purchase Offer shall be regarded as a “failed auctionAuction Purchase Offer” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.either

Notice Procedures. In connection with each Auction, the Borrower applicable Credit Party will provide notification to notify the applicable Auction Manager (for distribution to all Lenders) prior to 1:00 p.m. New York time on the date on which such Credit Party proposes to commence such Auction of the Term Lenders Loans that will be the subject of the applicable Class of Term Loans Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers such Credit Party is willing to purchase in such the Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent)5,000,000 or an integral multiple of $500,000 in excess of thereof; (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower such Credit Party would be willing to purchase Term Loans in the Auction; (iii) the applicable tranche or tranches of each applicable Class Term Loans such Credit Party is willing to purchase in such the Auction; and (iiiiv) the date on which such the Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (, as such date and time may be extended by the Auction Manager(such time, such time the “Expiration Time”). Such Expiration Time may be extended ) for a period not exceeding three ten (310) Business Days upon notice by the Borrower such Credit Party to the applicable Auction Manager received not less than 24 twenty-four (24) hours before the original Expiration Time; provided provided, however, that only one extension per offer Auction shall be permitted. An Auction shall be regarded as a “failed auctionFailed Auction” in the event that either (x) the Borrower such Credit Party withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Return Bids (as defined below) having been received. In the event of a failed auctionFailed Auction, the Borrower such Credit Party shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class of Term Loans (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of all Term Loans of each applicable Class that the Borrower offers to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 10,000,000 (unless another a lower amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction ManagerManager at the request of the Borrower as set forth below, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class of Term Loans (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum minimum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) 3 Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) 3 Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

Notice Procedures. In connection with each AuctionPurchase Offer, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class(es)) of the Class or Classes of Term Loans (as determined by the Borrower in its sole discretion) that will be the subject of such Purchase Offer (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of each Class of Term Loans of each applicable Class that the Borrower offers to purchase in such Auction Purchase Offer (the “Auction Amount”) ), which shall be no less than $25,000,000 10,000,000 (across all such Classes) (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5)) per $1,000, at which the Borrower would be willing to purchase Term Loans of each applicable Class in such AuctionPurchase Offer; and (iii) the date on which such Auction Purchase Offer will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (p.m., New York time) time (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, that only one extension two extensions per offer shall be permitted. An Auction A Purchase Offer shall be regarded as a “failed auctionpurchase offer” in the event that either (x) the Borrower withdraws such Auction Purchase Offer in accordance with the terms hereof or as set forth in Section 2.23(b) of the Credit Agreement or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionpurchase offer, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction Purchase Offer by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction Purchase Offer (if any), whether such conclusion occurs by withdrawal of such previous Auction Purchase Offer or the occurrence of the Expiration Time of such previous AuctionPurchase Offer.

Notice Procedures. In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the First Priority Term Lenders of the applicable Class tranche(s)) of the tranche or tranches of First Priority Term Loans (as determined by the Borrower in its sole discretion) that will be the subject of such Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of each tranche of First Priority Term Loans of each applicable Class that the Borrower offers to purchase in such Auction (the “Auction Amount”) ), which shall be no less than $25,000,000 50,000,000 (unless another amount is agreed to by the Administrative Agent)across all such tranches) or an integral multiple of $1,000,000 in excess of thereof; (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower would be willing to purchase First Priority Term Loans of each applicable Class tranche in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) time (as such date and time may be extended by the Auction Managerextended, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided provided, however, that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auctionFailed Auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auctionFailed Auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.