Common use of Notice Procedures Clause in Contracts

Notice Procedures. In connection with an Auction, the Auction Party will provide notification to the auction manager (for distribution to the Lenders of the relevant Class of Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agent) of the Class and principal amount of Loans and Commitments that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall contain (i) the Class of Loans and Commitments that will be the subject of the Auction, (ii) the total cash value of the bid (the “Auction Amount”), in a minimum amount of $1,000,000 with minimum increments of $500,000, (iii) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans (i.e., a 5% to 10% Discount Range would represent $50,000 to $100,000 per $1,000,000 principal amount of Loans and Commitments, with a 10% discount being deemed a “higher” discount than 5% for purposes of an Auction) at issue that represents the discounts applied to calculate the range of purchase prices that could be paid in the Auction; provided that the Discount Range may, at the option of the Auction Party, be a single percentage, (iv) the date on which the Auction will conclude, on which date Return Bids will be due at the time provided in the Auction Notice (such time, the “Auction Expiration Time”), as such date and time may be extended upon notice by the Auction Party to the auction manager before any prior Auction Expiration Time, and (v) the identity of the auction manager, and shall indicate if such auction manager is an Affiliate of the Parent. Each offer to purchase Loans or Commitments in an Auction shall be offered on a pro rata basis to all the Eligible Auction Lenders.

Notice Procedures. In connection with an Auctioneach Auction Purchase Offer, the Auction a Purchasing Borrower Party will provide notification to the auction manager Auction Manager (for distribution to the Lenders of the relevant Class of Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agent) of the Class and principal amount of Term Loans and Commitments (as determined by such Purchasing Borrower Party in its sole discretion) that will be the subject of the such Auction Purchase Offer (each, an “Auction Notice”). Each Auction Notice shall contain (i) the Class maximum principal amount (calculated on the face amount thereof) of Term Loans and Commitments that will be the subject of the Auction, (ii) applicable Class that the total cash value of the bid applicable Purchasing Borrower Party offers to purchase in such Auction Purchase Offer (the “Auction Amount”), in a minimum amount of $1,000,000 with minimum increments of $500,000, (iii) the discount to par, which shall be a no less than $20,000,000; (ii) the range of discounts to par (the “Discount Range”), expressed as a range of prices (in increments of $25) of percentages of the par principal amount of the per $1,000, at which such Purchasing Borrower Party would be willing to purchase Term Loans of such Class in such Auction Purchase Offer; and (i.e., a 5% to 10% Discount Range would represent $50,000 to $100,000 per $1,000,000 principal amount of Loans and Commitments, with a 10% discount being deemed a “higher” discount than 5% for purposes of an Auction) at issue that represents the discounts applied to calculate the range of purchase prices that could be paid in the Auction; provided that the Discount Range may, at the option of the Auction Party, be a single percentage, (iviii) the date on which such Auction Purchase Offer will conclude (which date shall not be fewer 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 at the by 1:00 p.m., New York City time provided in the Auction Notice (such time, the “Auction Expiration Time”), as such date and time may be extended by the Auction Manager, the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three Business Days upon notice by the Auction applicable Purchasing Borrower Party to the auction manager Auction Manager received not less than 24 hours before any the original Expiration Time; provided that only two extensions per Auction Purchase Offer shall be permitted. An Auction Purchase Offer shall be regarded as a “failed Auction 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 Auction Purchase Offer, no Purchasing Borrower Party shall be permitted to deliver a new Auction Notice prior Auction to the date occurring three Business Days after such withdrawal or Expiration Time, and 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 (vwhether successful or failed) the identity of the auction managerprevious Auction Purchase Offer (if any), and shall indicate if whether such auction manager is an Affiliate conclusion occurs by withdrawal of such previous Auction Purchase Offer or the occurrence of the Parent. Each offer to purchase Loans or Commitments in an Expiration Time of such previous Auction shall be offered on a pro rata basis to all the Eligible Auction LendersPurchase Offer.

Notice Procedures. In connection with an Auctioneach Auction Prepayment Offer, the Auction Party Borrower will provide notification to the auction manager (Auction Manager for distribution to the Lenders of the relevant Class of Term Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agent) of the Class and principal amount of Loans and Commitments that will be the subject of the Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the Class of Loans and Commitments that will be the subject aggregate amount of the Auction, (ii) Term Loans that the total cash value of the bid Borrower offers to prepay in such Auction Prepayment Offer (the “Auction Amount”), in a minimum which may be expressed at the election of the Borrower as either (A) the total par principal amount of $1,000,000 with minimum increments the Class or Classes of $500,000, Term Loans offered to be prepaid or (iiiB) the discount total cash amount offered to par, which shall be a paid pursuant to the Auction; (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of percentages of prices per $1,000, at which the Borrower would be willing to prepay Term Loans in such Auction Prepayment Offer; provided that the par principal amount of the Term Loans (i.e., offered to be prepaid in each Auction shall be in a 5% to 10% Discount Range would represent minimum aggregate amount of $50,000 to 1,000,000 and with minimum increments of $100,000 per $1,000,000 (it being understood that the par principal amount of Term Loans and Commitments, with a 10% discount being deemed a “higher” discount actually prepaid may be less than 5% for purposes of an Auction) at issue that represents the discounts applied to calculate the range of purchase prices that could be paid minimum amount in the Auction; provided event that the Discount Range may, at aggregate par principal amount of Term Loans actually offered to be available for prepayment by Lenders in such Auction is less than the option of the Auction Party, be a single percentage, minimum amount); (iviii) the date on and time by which the Auction will conclude, on which date Return Bids (as defined below) will be due at the time provided in the Auction Notice (such time, the “Auction Expiration Time”), as such date and time may be extended by the Auction Manager, 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 upon notice by the Auction Party Borrower to the auction manager Auction Manager received not less than 24 hours before any the original Expiration Time. The terms of the Auction Notice may be amended 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 Auction 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 having been received. In the event of a failed Auction Prepayment Offer, the Borrower shall not be permitted to deliver a new Auction Notice prior Auction to the date occurring three Business Days after such withdrawal or Expiration Time, and 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 three Business Days after the conclusion (vwhether successful or failed) the identity of the auction managerprevious Auction Prepayment Offer (if any), and shall indicate if whether such auction manager is an Affiliate conclusion occurs by withdrawal of such previous Auction Prepayment Offer or the occurrence of the Parent. Each offer to purchase Loans or Commitments in an Expiration Time of such previous Auction shall be offered on a pro rata basis to all the Eligible Auction LendersPrepayment Offer.

Notice Procedures. In connection with an Auctioneach Auction Purchase Offer, the Auction a Purchasing Borrower Party will provide notification to the auction manager Auction Manager (for distribution to the Lenders of the relevant Class of Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agent) of the Class and principal amount or Classes of Term Loans and Commitments (as determined by such Purchasing Borrower Party in its sole discretion) that will be the subject of the 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 and Commitments that will be the subject of the Auction, (ii) the total cash value of the bid applicable Purchasing Borrower Party offers to purchase in such Auction Purchase Offer (the “Auction Amount”), in a minimum amount of $1,000,000 with minimum increments of $500,000, (iii) the discount to par, which shall be a no less than $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 percentages of the par principal amount of the prices per $1,000, at which such Purchasing Borrower Party would be willing to purchase Term Loans of each applicable Class in such Auction Purchase Offer; and (i.e., a 5% to 10% Discount Range would represent $50,000 to $100,000 per $1,000,000 principal amount of Loans and Commitments, with a 10% discount being deemed a “higher” discount than 5% for purposes of an Auction) at issue that represents the discounts applied to calculate the range of purchase prices that could be paid in the Auction; provided that the Discount Range may, at the option of the Auction Party, be a single percentage, (iviii) the date on which such Auction 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 of the applicable Class(es)), on which date Return Bids (as defined below) will be due at the by 1:00 p.m., New York City time provided in the Auction Notice (such time, the “Auction Expiration Time”), as such date and time may be extended by the Auction Manager, the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three Business Days upon notice by the Auction applicable Purchasing Borrower Party to the auction manager Auction Manager received not less than 24 hours before any the original Expiration Time; provided that only two extensions per offer shall be permitted. An Auction Purchase Offer shall be regarded as a “failed Auction 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 Auction Purchase Offer, no Purchasing Borrower Party shall be permitted to deliver a new Auction Notice prior Auction to the date occurring three Business Days after such withdrawal or Expiration Time, and 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 (vwhether successful or failed) the identity of the auction managerprevious Auction Purchase Offer (if any), and shall indicate if whether such auction manager is an Affiliate conclusion occurs by withdrawal of such previous Auction Purchase Offer or the occurrence of the Parent. Each offer to purchase Loans or Commitments in an Expiration Time of such previous Auction shall be offered on a pro rata basis to all the Eligible Auction LendersPurchase Offer.

Notice Procedures. In connection with an Auction, the Auction Party will provide notification to the auction manager (for distribution to the Term Lenders of the relevant Class of Term Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agent) of the Class and principal amount of Term Loans and Commitments that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall contain (i) the Class of Term Loans and Commitments that will be the subject of the Auction, (ii) the total cash value of the bid (the “Auction Amount”), in a minimum amount of $1,000,000 with minimum increments of $500,000, (iii) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans (i.e., a 5% to 10% Discount Range would represent $50,000 to $100,000 per $1,000,000 principal amount of Loans and CommitmentsTerm Loans, with a 10% discount being deemed a “higher” discount than 5% for purposes of an Auction) at issue that represents the discounts applied to calculate the range of purchase prices that could be paid in the Auction; provided that the Discount Range may, at the option of the Auction Party, be a single percentage, (iv) the date on which the Auction will conclude, on which date Return Bids will be due at the time provided in the Auction Notice (such time, the “Auction Expiration Time”), as such date and time may be extended upon notice by the Auction Party to the auction manager before any prior Auction Expiration Time, and (v) the identity of the auction manager, and shall indicate if such auction manager is an Affiliate of the ParentHoldco. Each offer to purchase Term Loans or Commitments in an Auction shall be offered on a pro rata basis to all the Eligible Auction Lenders.

Notice Procedures. In connection with an any Auction, the Auction Party will provide notification to the auction manager Auction Agent (for distribution to the Lenders of the relevant Class of Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agent) of the Class and principal amount of Term Loans and Commitments that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall contain be in a form reasonably acceptable to the Auction Agent and shall (i) specify the Class maximum aggregate principal amount of the Term Loans and Commitments that will be the subject of to the Auction, in a minimum amount of US$5,000,000 and whole increments of US$1,000,000 (iior in the case of any Loan denominated in any Alternate Currency, the US Dollar Equivalent of US$5,000,000 and US$1,000,000, respectively, in such Alternate Currency) in excess thereof (or, in any case, such lesser amount of such Term Loans then outstanding or which is otherwise reasonably acceptable to the total cash value of Auction Agent and the bid Administrative Agent (if different from the Auction Agent)) (the “Auction Amount”), in a minimum amount of $1,000,000 with minimum increments of $500,000, (iiiii) specify the discount to par, par (which shall may be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans (i.e.subject to such Auction), a 5% to 10% Discount Range would represent $50,000 to $100,000 per $1,000,000 principal amount of Loans and Commitments, with a 10% discount being deemed a “higher” discount than 5% for purposes of an Auction) at issue that represents the discounts applied to calculate the range of purchase prices that could the Auction Party would be paid willing to accept in the Auction; provided that the Discount Range may, (iii) be extended, at the option sole discretion of the Auction Party, be a single percentage, to (x) each Lender and/or (y) each Lender with respect to any Term Loan on an individual Class basis and (iv) remain outstanding through the Auction Response Date. The Auction Agent will promptly provide each appropriate Lender with a copy of the Auction Notice and a form of the Return Bid to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the date on which the Auction will conclude, on which date Return Bids will be due at the time provided specified in the Auction Notice (or such time, later date as the Auction Party may agree with the reasonable consent of the Auction Agent) (the “Auction Expiration TimeResponse Date”), as such date and time may be extended upon notice by the Auction Party to the auction manager before any prior Auction Expiration Time, and (v) the identity of the auction manager, and shall indicate if such auction manager is an Affiliate of the Parent. Each offer to purchase Loans or Commitments in an Auction shall be offered on a pro rata basis to all the Eligible Auction Lenders.

Notice Procedures. In connection with an Auctioneach Auction Purchase Offer, the Auction applicable Purchasing Borrower Party will provide notification to the auction manager Auction Manager (for distribution to the Lenders of the relevant Class of Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agentapplicable Class(es)) of the Class and principal amount or Classes of Term Loans and Commitments (as determined by such Purchasing Borrower Party in its sole discretion) that will be the subject of the 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 and Commitments that will be the subject of the Auction, (ii) the total cash value of the bid applicable Purchasing Borrower Party offers to purchase in such Auction Purchase Offer (the “Auction Amount”), in a minimum amount of $1,000,000 with minimum increments of $500,000, (iii) the discount to par, which shall be no less than $10,000,000 (across all such Classes) (unless a lesser amount is agreed to by the Administrative Agent in its reasonable discretion); (ii) the range of discounts to par (the “Discount Range”), expressed as a range of prices (in increments of $5) of percentages of the par principal amount of the per $1,000, at which such Purchasing Borrower Party would be willing to purchase Term Loans of each applicable Class in such Auction Purchase Offer; and (i.e., a 5% to 10% Discount Range would represent $50,000 to $100,000 per $1,000,000 principal amount of Loans and Commitments, with a 10% discount being deemed a “higher” discount than 5% for purposes of an Auction) at issue that represents the discounts applied to calculate the range of purchase prices that could be paid in the Auction; provided that the Discount Range may, at the option of the Auction Party, be a single percentage, (iviii) the date on which such Auction Purchase Offer will conclude (which date shall not be fewer than three Business Days following the distribution of the Auction will concludeNotice to the Lenders of the applicable Class(es)), on which date Return Bids (as defined below) will be due at the by 1:00 p.m., New York City time provided in the Auction Notice (such time, the “Auction Expiration Time”), as such date and time may be extended by the Auction Manager, the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three Business Days upon notice by the Auction Purchasing Borrower Party to the auction manager Auction Manager received not less than 24 hours before any prior Auction the original Expiration Time; provided, and that only two extensions per offer shall be permitted (v) unless otherwise approved by the identity Auction Manager prior to the date of the auction manager, and shall indicate if such auction manager is an Affiliate of the Parent. Each offer to purchase Loans or Commitments in an applicable Auction shall be offered on a pro rata basis to all the Eligible Auction LendersPurchase Offer).

Notice Procedures. In connection with an any Auction, the Auction Party will provide notification to the auction manager Auction Agent (for distribution to the Lenders of the relevant Class of Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agent) of the Class and principal amount of Term Loans and Commitments that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall contain be in a form reasonably acceptable to the Auction Agent and shall (i) specify the Class maximum aggregate principal amount of the Term Loans and Commitments that will be the subject of to the Auction, in a minimum amount of $10,000,000 and whole increments of $1,000,000 in excess thereof (iior, in the case of any such Term Loans denominated in Euros, in a minimum amount of €10,000,000 and whole increments of €1,000,000 in excess thereof) (or, in any case, such lesser amount of such Term Loans then outstanding or which is otherwise reasonably acceptable to the total cash value of Auction Agent and the bid Administrative Agent (if different from the Auction Agent)) (the “Auction Amount”), in a minimum amount of $1,000,000 with minimum increments of $500,000, (iiiii) specify the discount to par, par (which shall may be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans (i.e.subject to such Auction), a 5% to 10% Discount Range would represent $50,000 to $100,000 per $1,000,000 principal amount of Loans and Commitments, with a 10% discount being deemed a “higher” discount than 5% for purposes of an Auction) at issue that represents the discounts applied to calculate the range of purchase prices that could the Auction Party would be paid willing to accept in the Auction; provided that the Discount Range may, (iii) be extended, at the option sole discretion of the Auction Party, be a single percentage, to (x) each Lender and/or (y) each Lender with respect to any Term Loan on an individual Class basis and (iv) remain outstanding through the Auction Response Date. The Auction Agent will promptly provide each appropriate Lender with a copy of the Auction Notice and a form of the Return Bid to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the date on which the Auction will conclude, on which date Return Bids will be due at the time provided specified in the Auction Notice (or such time, later date as the Auction Party may agree with the reasonable consent of the Auction Agent) (the “Auction Expiration TimeResponse Date”), as such date and time may be extended upon notice by the Auction Party to the auction manager before any prior Auction Expiration Time, and (v) the identity of the auction manager, and shall indicate if such auction manager is an Affiliate of the Parent. Each offer to purchase Loans or Commitments in an Auction shall be offered on a pro rata basis to all the Eligible Auction Lenders.

Notice Procedures. In connection with an Auction, a Borrower will engage a dealer manager (the Auction Party “Manager”) and will provide notification to such Manager and the auction manager (Administrative Agent, for distribution to the Lenders of the relevant Class of Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agent) , of the Class and principal amount or Classes of Applicable Loans and Commitments that will be the subject of the Auction (an “Auction Notice”, substantially in the form attached hereto as Annex A with such changes therein as such Borrower, the Manager and the Administrative Agent may agree). With respect to any Auction Notice, a Borrower may elect in its sole discretion either to limit such Auction Notice to any one of the Classes of Term Loans as it may elect or to include any combination of Classes in such Auction Notice. Each Auction Notice shall contain contain, for each Class included in such Auction Notice, (i) an aggregate bid amount, which may be expressed at the Class election of such Borrower as either the total par principal amount of Term Loans and Commitments that will offered to be the subject of the Auction, (ii) purchased or the total cash value of amount offered to be paid pursuant to the bid Auction (the each, an “Auction Amount”), in a minimum amount of $1,000,000 with minimum increments of $500,000, (iiiii) the discount to par, which shall be a range to be specified by such Borrower (the “Discount Range”) of ), representing percentages of par of the par principal amount of the Term Applicable Loans (i.e., at issue expressed as a 5% to 10% Discount Range would represent $50,000 to $100,000 price per $1,000,000 principal amount of Loans and Commitments, with a 10% discount being deemed a “higher” discount than 5% for purposes of an Auction) at issue 1,000 that represents the discounts applied to calculate the range of purchase prices that could be paid in the AuctionAuction and (iii) whether the Auction Consideration will be cash or shares of Common Stock or, if both, the amount of each; provided that the Discount Range may, at the option par principal amount of the Auction Party, Applicable Loans offered to be a single percentage, (iv) the date on which the Auction will conclude, on which date Return Bids will be due at the time provided purchased in the Auction Notice (such time, the “Auction Expiration Time”), as such date and time may be extended upon notice by the Auction Party to the auction manager before any prior Auction Expiration Time, and (v) the identity of the auction manager, and shall indicate if such auction manager is an Affiliate of the Parent. Each offer to purchase Loans or Commitments in an each Auction shall be in a minimum aggregate amount of $10,000,000 in each case, or such lesser amount for which funds are then available under Section 6.05(b) of the Credit Agreement, and with minimum increments of $100,000 (it being understood that the par principal amount of Applicable Loans actually purchased may be less than such minimum amounts in the event that the aggregate par principal amount of Applicable Loans actually offered on a pro rata basis by Lenders in such Auction is less than the applicable minimum amounts). For purposes of the foregoing, different Discount Ranges and Auction Amounts may apply to all the Eligible Auction Lendersdifferent Classes of Applicable Loans.

Notice Procedures. In connection with an Auction, the Auction Party will provide notification to the auction manager (for distribution to the Term Loan Lenders of the relevant Class of Term Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agent) of the Class and principal amount of Term Loans and Commitments that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall contain (i) the Class of Term Loans and Commitments that will be the subject of the Auction, (ii) the total cash value of the bid (the “Auction Amount”), in a minimum amount of $1,000,000 with minimum increments of $500,000, (iii) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans (i.e., a 5% to 10% Discount Range would represent $50,000 to $100,000 per $1,000,000 principal amount of Loans and CommitmentsTerm Loans, with a 10% discount being deemed a “higher” discount than 5% for purposes of an Auction) at issue that represents the discounts applied to calculate the range of purchase prices that could be paid in the Auction; provided that the Discount Range may, at the option of the Auction Party, be a single percentage, (iv) the date on which the Auction will conclude, on which date Return Bids will be due at the time provided in the Auction Notice (such time, the “Auction Expiration Time”), as such date and time may be extended upon notice by the Auction Party to the auction manager before any prior Auction Expiration Time, and (v) the identity of the auction manager, and shall indicate if such auction manager is an Affiliate of the ParentHoldings. Each offer to purchase Term Loans or Commitments in an Auction shall be offered on a pro rata basis to all the Eligible Auction Lenders.

Notice Procedures. In connection with an Auction, the Auction Party will provide notification to the auction manager (for distribution to the Term Lenders of the relevant Class of Term Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agent) of the Class and principal amount of Term Loans and Commitments that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall contain (i) the Class of Term Loans and Commitments that will be the subject of the Auction, (ii) the total cash value of the bid (the “Auction Amount”), in a minimum amount of $1,000,000 with minimum increments of $500,000, (iii) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans (i.e., a 5% to 10% Discount Range would represent $50,000 to $100,000 per $1,000,000 principal amount of Loans and CommitmentsTerm Loans, with a 10% discount being deemed a “higher” discount than 5% for purposes of an Auction) at issue that represents the discounts applied to calculate the range of purchase prices that could be paid in the Auction; provided that the Discount Range may, at the option of the Auction Party, be a single percentage, (iv) the date on which the Auction will conclude, on which date Return Bids will be due at the time provided in the Auction Notice (such time, the “Auction Expiration Time”), as such date and time may be extended upon notice by the Auction Party to the auction manager before any prior Auction Expiration Time, and (v) the identity of the auction manager, and shall indicate if such auction manager is an Affiliate of the ParentHoldings. Each offer to purchase Term Loans or Commitments in an Auction shall be offered on a pro rata basis to all the Eligible Auction Lenders.

Notice Procedures. In connection with an Auction, the Auction Party will provide notification to the auction manager Auction Agent (for distribution to the Lenders of the relevant Class of Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agent) of the Class and principal amount of Term Loans and Commitments that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall contain be in a form reasonably acceptable to the Auction Agent and shall (i) specify the Class maximum aggregate principal amount of the Term Loans and Commitments that will be the subject of to the Auction, (ii) the total cash value in a minimum amount of the bid $10,000,000 and whole increments of $1,000,000 in excess thereof (the “Auction Amount”), in a minimum amount of $1,000,000 with minimum increments of $500,000, (iiiii) specify the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans (i.e.subject to such Auction, a 5% to 10% Discount Range would represent $50,000 to $100,000 per $1,000,000 principal amount of Loans and Commitments, with a 10% discount being deemed a “higher” discount than 5% for purposes of an Auction) at issue that represents the discounts applied to calculate the range of purchase prices that could the Auction Party would be paid willing to accept in the Auction; provided that the Discount Range may, (iii) be extended, at the option sole discretion of the Auction Party, be a single percentage, to (x) each Lender and/or (y) each Lender with respect to any Term Loans on an individual Class basis and (iv) shall remain outstanding through the Auction Response Date. The Auction Agent will promptly provide each appropriate Lender with a copy of such Auction Notice and a form of the Return Bid to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City time, on the date on which the Auction will conclude, on which date Return Bids will be due at the time provided specified in the such Auction Notice (or such time, later date as the Auction Party may agree to extend with the reasonable consent of the Auction Agent) (the “Auction Expiration TimeResponse Date”), as such date and time may be extended upon notice by the Auction Party to the auction manager before any prior Auction Expiration Time, and (v) the identity of the auction manager, and shall indicate if such auction manager is an Affiliate of the Parent. Each offer to purchase Loans or Commitments in an Auction shall be offered on a pro rata basis to all the Eligible Auction Lenders.

Notice Procedures. In connection with an each Auction, the Auction Party U.S. Borrower will provide notification to the auction manager Auction Manager (for distribution to the Lenders of the relevant Class of Term Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agent) of the Class and principal amount of Loans and Commitments that will be the subject of the Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the Class maximum principal amount (calculated on the face amount thereof) of B Term Loans and Commitments (in the case of an Auction in respect of B Term Loans) or C Term Loans (in the case of an Auction in respect of C Term Loans) that will be the subject of U.S. Borrower or the AuctionCanadian Borrower, (ii) as the total cash value of the bid case may be, offers to purchase in such Auction (the “Auction Amount”), in a minimum amount of $1,000,000 with minimum increments of $500,000, (iii) the discount to par, which shall be a no less than $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 percentages prices per $1,000 (in increments of $5), at which the par principal amount of the respective Borrower would be willing to purchase B Term Loans (i.e., a 5% to 10% Discount Range would represent $50,000 to $100,000 per $1,000,000 principal amount of Loans and Commitments, with a 10% discount being deemed a “higher” discount than 5% for purposes in the case of an AuctionAuction in respect of B Term Loans) at issue that represents the discounts applied to calculate the range of purchase prices that could be paid or C Term Loans (in the case of an Auction in respect of C Term Loans) in such Auction; provided that the Discount Range may, at the option of the Auction Party, be a single percentage, and (iviii) the date on which the such Auction will conclude, on which date Return Bids (as defined below) will be due at the time provided in the Auction Notice by 1:00 p.m. (such time, the “Auction Expiration Time”), as such date and time may be extended by the Auction Manager at the request of the respective 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 Auction Party respective Borrower to the auction manager Auction Manager received not less than 24 hours before any 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 respective 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, neither Borrower shall be permitted to deliver a new Auction Notice prior Auction to the date occurring three (3) Business Days after such withdrawal or Expiration Time, and as the case may be. Notwithstanding anything to the contrary contained herein, neither Borrower shall initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (vwhether successful or failed) the identity of the auction managerprevious Auction (if any), and shall indicate if whether such auction manager is an Affiliate conclusion occurs by withdrawal of such previous Auction or the occurrence of the Parent. Each offer to purchase Loans or Commitments in an Auction shall be offered on a pro rata basis to all the Eligible Auction LendersExpiration Time of such previous Auction.

Notice Procedures. In connection with an Auction, the Auction Party will provide notification to the auction manager (for distribution to the Term Lenders of the relevant Class of Term Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Term Loan Administrative Agent) of the Class and principal amount of Term Loans and Commitments that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall contain (i) the Class of Term Loans and Commitments that will be the subject of the Auction, (ii) the total cash value of the bid (the “Auction Amount”), in a minimum amount of $1,000,000 with minimum increments of $500,000, (iii) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans (i.e., a 5% to 10% Discount Range would represent $50,000 to $100,000 per $1,000,000 principal amount of Loans and CommitmentsTerm Loans, with a 10% discount being deemed a “higher” discount than 5% for purposes of an Auction) at issue that represents the discounts applied to calculate the range of purchase prices that could be paid in the Auction; provided that the Discount Range may, at the option of the Auction Party, be a single percentage, (iv) the date on which the Auction will conclude, on which date Return Bids will be due at the time provided in the Auction Notice (such time, the “Auction Expiration Time”), as such date and time may be extended upon notice by the Auction Party to the auction manager before any prior Auction Expiration Time, and (v) the identity of the auction manager, and shall indicate if such auction manager is an Affiliate of the ParentBorrower. Each offer to purchase Term Loans or Commitments in an Auction shall be offered on a pro rata basis to all the Eligible Auction Lenders.

Notice Procedures. In connection with an Auction, the Auction Party will provide notification to the auction manager Administrative Agent and the Auction Agent (for distribution to the Lenders of the relevant Class of Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agent) of the Class and principal amount of Term Loans and Commitments that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall contain (i) specify the Class maximum aggregate principal amount of the Term Loans and Commitments that will be the subject of to the Auction, in a minimum amount of $1,000,000 and whole increments of $1,000,000 in excess thereof (iior, in any case, such lesser amount of such Term Loans then outstanding) the total cash value of the bid (the “Auction Amount”), in a minimum amount of $1,000,000 with minimum increments of $500,000, (iiiii) specify the discount to par, which shall may be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans (i.e.subject to such Auction, a 5% to 10% Discount Range would represent $50,000 to $100,000 per $1,000,000 principal amount of Loans and Commitments, with a 10% discount being deemed a “higher” discount than 5% for purposes of an Auction) at issue that represents the discounts applied to calculate the range of purchase prices that could the Auction Party would be paid willing to accept in the Auction; provided that the Discount Range may, (iii) be extended, at the option sole discretion of the Auction Party, be a single percentage, to (x) each Lender and/or (y) each Lender with respect to any Term Loans on an individual Class basis and (iv) remain outstanding through the Auction Response Date. The Auction Agent will promptly provide each appropriate Lender with a copy of such Auction Notice and a form of the Return Bid to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York City time, on the date on which the Auction will conclude, on which date Return Bids will be due at the time provided specified in the such Auction Notice (or such time, later date as the Auction Party may agree to extend with the reasonable consent of the Auction Agent) (the “Auction Expiration TimeResponse Date”), as such date and time may be extended upon notice by the Auction Party to the auction manager before any prior Auction Expiration Time, and (v) the identity of the auction manager, and shall indicate if such auction manager is an Affiliate of the Parent. Each offer to purchase Loans or Commitments in an Auction shall be offered on a pro rata basis to all the Eligible Auction Lenders.

Notice Procedures. In connection with an any Auction, the Auction Party will provide notification to the auction manager Auction Agent (for distribution to the Lenders of the relevant Class of Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agent) of the Class and principal amount of Term Loans and Commitments that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall contain be in a form reasonably acceptable to the Auction Agent and shall (i) specify the Class of maximum aggregate principal confidameonutniat ol f the Term Loans and Commitments that will be the subject of to the Auction, (ii) the total cash value of the bid (the “Auction Amount”), in a minimum amount of $10,00c0o,0n0f0idanednwtihaolle Xxxxxx Pionlcarevmarenatps uof $1,000,000 with minimum increments of $500,000in excess thereof (or, in any case, such lesser amounAt onfksuitchh PTeorlmavLaoraanps u Aptohellnooutstanding or which is otherwise reasonably acceptable to the Auction AAgepnot xxxxxx the confidAedmntiniaisltrative Agent (iiiif different from the Auction Agent)) (the discount “Auction Amoucnot”n)f,i(diie) nspteiacilfy Xxxxxx Ptohleavdiasrcaoupnut to par, par (which shall may be a range (the “Discount Range”) of percentages of the par principal peArcnenktiatghesPooflatvhearpaapr u Apporilnlocipal amount of the Term Loans (i.e.subject to such Auction), a 5% to 10% Discount Range would represent $50,000 to $100,000 per $1,000,000 principal amount of Loans and Commitments, with a 10% discount being deemed a “higher” discount than 5% for purposes of an Auction) at issue that represents the discounts applied rangAe pofoplluorchase Mar 12, 2024pr7ic:e5s5thPatMtheEDAuTction Party would be willing to calculate the range of purchase prices that could be paid accept in the Auction; provided that the Discount Range may, at the option (iMii)abre 1ex2te, n2d0e2d,4at7t:h5e5soPleM EDT discretion of the Auction Party, be a single percentage, to (x) each Lender and/or (y) each Lender with respect to any Term Loan on an individual Class basis and (iv) remain outstanding through the Auction Response Date. The Auction Agent will promptly provide each appropriate Lender with a copy of the Auction Notice and a form of the Return Bid to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the date on which the Auction will conclude, on which date Return Bids will be due at the time provided specified in the Auction Notice (or such time, later date as the Auction Party may agree with the reasonable consent of the Auction Agent) (the “Auction Expiration TimeResponse Date”). confidential Xxxxxx Xxxxxxxxxx Apollo Mar 12, as such date and time may be extended upon notice by the Auction Party to the auction manager before any prior Auction Expiration Time, and (v) the identity of the auction manager, and shall indicate if such auction manager is an Affiliate of the Parent. Each offer to purchase Loans or Commitments in an Auction shall be offered on a pro rata basis to all the Eligible Auction Lenders.2024 7:55 PM EDT

Notice Procedures. In connection with an Auctioneach Purchase Offer, the Auction Party Dutch Borrower will provide notification to the auction manager (Auction Manager for distribution to the Lenders of the relevant Class of Term Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agent) of the Class and principal amount of Loans and Commitments that will be the subject of the Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the Class of Loans and Commitments that will be the subject aggregate amount of the Auction, (ii) Term Loans that the total cash value of the bid Dutch Borrower offers to prepay in such Purchase Offer (the “Auction Amount”), in a minimum which may be expressed at the election of the Dutch Borrower as either (A) the total par principal amount of $1,000,000 with minimum increments the Class or Classes of $500,000, Term Loans offered to be prepaid or (iiiB) the discount total cash amount offered to par, which shall be a paid pursuant to the Purchase Offer; (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of percentages of prices per $1,000, at which the Dutch Borrower would be willing to prepay Term Loans in such Purchase 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 $25,000,000 and with minimum increments of $5,000,000 (i.e., a 5% to 10% Discount Range would represent $50,000 to $100,000 per $1,000,000 it being understood that the par principal amount of Term Loans and Commitments, with a 10% discount being deemed a “higher” discount actually prepaid may be less than 5% for purposes of an Auction) at issue that represents the discounts applied to calculate the range of purchase prices that could be paid minimum amount in the Auction; provided event that the Discount Range may, at aggregate par principal amount of Term Loans actually offered to be available for prepayment by Lenders in such Auction is less than the option of the Auction Party, be a single percentage, minimum amount); (iviii) the date on which the Auction such Purchase Offer will conclude, on which date Return Bids (as defined below) will be due at the by 1:00 p.m., New York City time provided in the Auction Notice (such time, the “Auction Expiration Time”), as such date and time may be extended by the Auction Manager, the “Expiration Time”); and (iv) any other conditions specified by the Dutch Borrower that must be satisfied for the Dutch Borrower, to be obligated to consummate such Purchase Offer. Such Expiration Time may be extended upon notice by the Auction Party Borrowers to the auction manager Auction Manager received not less than 24 hours before any prior Auction the original Expiration Time, and . The terms of the Auction Notice may be amended upon notice by the Dutch Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time. A Purchase Offer shall be regarded as a “failed auction prepayment offer” in the event that either (vx) the identity Dutch Borrower withdraws such Purchase Offer in accordance with the terms hereof or as set forth in Section 2.25(b) of the auction managerCredit Agreement or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. Notwithstanding anything to the contrary contained herein, and the Dutch Borrower shall indicate if such auction manager is not initiate any Purchase Offer by delivering an Affiliate Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the Parent. Each offer to purchase Loans previous Purchase Offer (if any), whether such conclusion occurs by withdrawal of such previous Purchase Offer or Commitments in an Auction shall be offered on a pro rata basis to all the Eligible Auction Lendersoccurrence of the Expiration Time of such previous Purchase Offer.

Notice Procedures. In connection with an each Auction, the Auction Party Borrower will provide notification to the auction manager (for distribution to the Lenders of the relevant Class of Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agent) of the Class and principal amount of Loans and Commitments that will be the subject of the Auction (an “Auction Notice”) to the Auction Manager (for distribution to the Term Loan Lenders). Each Auction Notice shall contain (i) the Class maximum principal amount of Term Loans and Commitments that will be the subject of the Auction, (ii) the total cash value of the bid Borrower is willing to purchase in such Auction (the “Auction Amount”), in a minimum amount which shall be no less than $5,000,000 and an integral multiple of $1,000,000 with minimum increments of $500,000, in excess thereof; (iiiii) the discount range of discounts to par, which shall be a range par (the “Discount Range”) ), expressed as a range of percentages of prices per $1,000, at which the par principal amount of the Borrower would be willing to purchase Term Loans (i.e., a 5% to 10% Discount Range would represent $50,000 to $100,000 per $1,000,000 principal amount of Loans and Commitments, with a 10% discount being deemed a “higher” discount than 5% for purposes of an Auction) at issue that represents the discounts applied to calculate the range of purchase prices that could be paid in the such Auction; provided that the Discount Range may, at the option of the Auction Party, be a single percentage, and (iviii) the date on which the such Auction will conclude, on which date Return Bids (as defined below) will be due at the time provided in the Auction Notice (such time, the “Auction Expiration Time”), as such date and time may be extended for a period not exceeding three Business Days upon notice by the Auction Party Borrower to the auction manager Auction Manager received not less than 24 hours before the original Expiration Time. Reply Procedures. In connection with any Auction, each Term Loan Lender holding Term Loans wishing to participate in such Auction shall, prior Auction to the Expiration Time, shall provide the Auction Manager a notice of participation in form and substance reasonably satisfactory to the Auction Manager which shall specify (i) a discount to par expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (vii) the identity principal amount of Term Loans, in an amount not less than $1,000,000 or an integral multiple in excess thereof, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided, that a Term Loan Lender may submit a Reply Amount that is less than the minimum amount and/or incremental amount requirements described above only if the Reply Amount comprises the entire amount of Term Loans held by such Term Loan Lender. Term Loan Lenders may only submit one Return Bid per Auction but each Return Bid may contain up to three 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 submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the LEGAL_1:80198662.7 Return Bid, each participating Term Loan Lender must execute and deliver to the Auction Manager, an assignment and acceptance Agreement in the form included in the Offer Documents which shall be in form and substance reasonably satisfactory to the Auction Manager and the Administrative Agent (“Affiliate Assignment Agreement”). The Borrower will not purchase any Term Loans at a price that is outside of the auction managerapplicable Discount Range, and shall indicate if nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such auction manager is an Affiliate applicable Discount Range be considered in any calculation of the Parent. Each offer to purchase Loans or Commitments in an Auction shall be offered on a pro rata basis to all the Eligible Auction LendersApplicable Threshold Price (as defined below).

Notice Procedures. In connection with an Auction, the Auction Party will provide notification to the auction manager (for distribution to the Term Loan Lenders of the relevant Class of Term Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agent) of the Class and principal amount of Term Loans and Commitments that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall contain (i) the Class of Term Loans and Commitments that will be the subject of the Auction, (ii) the total cash value of the bid (the “Auction Amount”), in a minimum amount of $1,000,000 with minimum increments of $500,000, (iii) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans (i.e., a 5% to 10% Discount Range would represent $50,000 to $100,000 per $1,000,000 principal amount of Loans and CommitmentsTerm Loans, with a 10% discount being deemed a “higher” discount than 5% for purposes of an Auction) at issue that represents the discounts applied to calculate the range of purchase prices that could be paid in the Auction; provided that the Discount Range may, at the option of the Auction Party, be a single percentage, (iv) the date on which the Auction will conclude, on which date Return Bids will be due at the time provided in the Auction Notice (such time, the “Auction Expiration Time”), as such date and time may be extended upon notice by the Auction Party to the auction manager before any prior Auction Expiration Time, and (v) the identity of the auction manager, and shall indicate if such auction manager is an Affiliate of the ParentBorrower. Each offer to purchase Term Loans or Commitments in an Auction shall be offered on a pro rata basis to all the Eligible Auction Lenders.

Notice Procedures. In connection with an Auction, the Auction Party will provide notification to the auction manager (for distribution to the Term Lenders of the relevant Class of Term Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the applicable Administrative Agent) of the Class and principal amount of Term Loans and Commitments that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall contain (i) the Class of Term Loans and Commitments that will be the subject of the Auction, (ii) the total cash value of the bid (the “Auction Amount”), in a minimum amount of $1,000,000 with minimum increments of $500,000, (iii) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans (i.e., a 5% to 10% Discount Range would represent $50,000 to $100,000 per $1,000,000 principal amount of Loans and CommitmentsTerm Loans, with a 10% discount being deemed a “higher” discount than 5% for purposes of an Auction) at issue that represents the discounts applied to calculate the range of purchase prices that could be paid in the Auction; provided that the Discount Range may, at the option of the Auction Party, be a single percentage, (iv) the date on which the Auction will conclude, on which date Return Bids will be due at the time provided in the Auction Notice (such time, the “Auction Expiration Time”), as such date and time may be extended upon notice by the Auction Party to the auction manager before any prior Auction Expiration Time, and (v) the identity of the auction manager, and shall indicate if such auction manager is an Affiliate of the ParentBorrower. Each offer to purchase Term Loans or Commitments in an Auction shall be offered on a pro rata basis to all the Eligible Auction Lenders.

Notice Procedures. In connection with an Auctioneach Discounted Voluntary Prepayment Offer, the Auction Party Borrowers will provide notification to the auction manager (Auction Manager for distribution to the Lenders of the relevant Class of Term Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agent) of the Class and principal amount of Loans and Commitments that will be the subject of the Auction (each, an “Auction Notice”). Each Auction Notice shall contain (i) the Class of Loans and Commitments that will be the subject aggregate amount of the Auction, (ii) Term Loans that the total cash value of the bid Borrowers offer to prepay in such Discounted Voluntary Prepayment Offer (the “Auction Amount”), in a minimum which may be expressed at the election of the Borrowers as either (A) the total par principal amount of $1,000,000 with minimum increments the Series of $500,000, Term Loans offered to be prepaid or (iiiB) the discount total cash amount offered to par, which shall be a paid pursuant to the auction described herein (the “Auction”); (ii) the range of discounts to par (the “Discount Range”) ), expressed as a range of percentages of prices per $1,000, at which the Borrowers would be willing to prepay Term Loans in such Discounted Voluntary Prepayment Offer; provided that the par principal amount of the Term Loans (i.e., offered to be prepaid in each Auction shall be in a 5% to 10% Discount Range would represent minimum aggregate amount of $50,000 to $100,000 per 5,000,000 and with minimum increments of $1,000,000 (it being understood that the par principal amount of Term Loans and Commitments, with a 10% discount being deemed a “higher” discount actually prepaid may be less than 5% for purposes of an Auction) at issue that represents the discounts applied to calculate the range of purchase prices that could be paid minimum amount in the Auction; provided event that the Discount Range may, at aggregate par principal amount of Term Loans actually offered to be available for prepayment by Lenders in such Auction is less than the option of the Auction Party, be a single percentage, minimum amount); (iviii) the date on which the Auction such Discounted Voluntary Prepayment Offer will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m, which date shall be at least five Business Days following the time provided in date of the Auction Discounted Prepayment Option Notice (such time, the “Auction Expiration Time”), as such date and time may be extended by the Auction Manager, the “Expiration Time”); and (iv) any other conditions specified by the Borrowers that must be satisfied for the Borrowers to be obligated to consummate such Discounted Voluntary Prepayment Offer. Such Expiration Time may be extended upon notice by the Auction Party Borrowers to the auction manager Auction Manager received not less than 24 hours Form of Auction Procedures before any the original Expiration Time. The terms of the Auction Notice may be amended upon notice by the Borrowers to the Auction Manager received not less than 24 hours before the original Expiration Time. A Discounted Voluntary Prepayment Offer shall be regarded as a “failed discounted voluntary prepayment offer” in the event that either (x) the Borrowers withdraw such Discounted Voluntary Prepayment Offer in accordance with the terms hereof or as set forth in Section 2.16 of the Credit Agreement or (y) the Expiration Time occurs with no Qualifying Bids having been received. In the event of a failed Discounted Voluntary Prepayment Offer, the Borrower shall not be permitted to deliver a new Auction Notice prior Auction to the date occurring three Business Days after such withdrawal or Expiration Time, and as the case may be. Notwithstanding anything to the contrary contained herein, the Borrowers shall not initiate any Discounted Voluntary Prepayment Offer by delivering an Auction Notice to the Auction Manager until after the conclusion (vwhether successful or failed) the identity of the auction managerprevious Discounted Voluntary Prepayment Offer (if any), and shall indicate if whether such auction manager is an Affiliate conclusion occurs by withdrawal of such previous Discounted Voluntary Prepayment Offer or the occurrence of the Parent. Each offer to purchase Loans or Commitments in an Auction shall be offered on a pro rata basis to all the Eligible Auction LendersExpiration Time of such previous Discounted Voluntary Prepayment Offer.

Notice Procedures. In connection with an Auction, a Borrower will engage a dealer manager (the Auction Party “Manager”) and will provide notification to such Manager and the auction manager (Administrative Agent, for distribution to the Lenders of the relevant Class of Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agent) , of the Class and principal amount or Classes of Applicable Loans and Commitments that will be the subject of the Auction (an “Auction Notice”, substantially in the form attached hereto as Annex A with such changes therein as such Borrower, the Manager and the Administrative Agent may agree). With respect to any Auction Notice, a Borrower may elect in its sole discretion either to limit such Auction Notice to any one of the Classes of Term Loans as it may elect or to include any combination of Classes in such Auction Notice. Each Auction Notice shall contain contain, for each Class included in such Auction Notice, (i) an aggregate bid amount, which may be expressed at the Class election of such Borrower as either the total par principal amount of Term Loans and Commitments that will offered to be the subject of the Auction, (ii) purchased or the total cash value of amount offered to be paid pursuant to the bid Auction (the each, an “Auction Amount”), in a minimum amount of $1,000,000 with minimum increments of $500,000, (iiiii) the discount to par, which shall be a range to be specified by such Borrower (the “Discount Range”) of ), representing percentages of par of the par principal amount of the Term Applicable Loans (i.e., at issue expressed as a 5% to 10% Discount Range would represent $50,000 to $100,000 price per $1,000,000 principal amount of Loans and Commitments, with a 10% discount being deemed a “higher” discount than 5% for purposes of an Auction) at issue 1,000 that represents the discounts applied to calculate the range of purchase prices that could be paid in the AuctionAuction and (iii) whether the Auction Consideration will be cash or shares of Common Stock or, if both, the amount of each; provided that the Discount Range may, at the option par principal amount of the Auction Party, Applicable Loans offered to be a single percentage, (iv) the date on which the Auction will conclude, on which date Return Bids will be due at the time provided purchased in the Auction Notice (such time, the “Auction Expiration Time”), as such date and time may be extended upon notice by the Auction Party to the auction manager before any prior Auction Expiration Time, and (v) the identity of the auction manager, and shall indicate if such auction manager is an Affiliate of the Parent. Each offer to purchase Loans or Commitments in an each Auction shall be in a minimum aggregate amount of $10,000,000 in each case, and with minimum increments of $100,000 (it being understood that the par principal amount of Applicable Loans actually purchased may be less than such minimum amounts in the event that the aggregate par principal amount of Applicable Loans actually offered on a pro rata basis by Lenders in such Auction is less than the applicable minimum amounts). For purposes of the foregoing, different Discount Ranges and Auction Amounts may apply to all the Eligible Auction Lendersdifferent Classes of Applicable Loans.

Notice Procedures. In connection with an Auction, the Auction Party will provide notification to the auction manager (for distribution to the Appropriate Lenders of the relevant Class of Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agent) of the Class and principal amount of any Class of Loans and Commitments that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall contain (i) the Class of Loans and Commitments that will be the subject of the Auction, (ii) the total cash value of the bid (the “Auction Amount”), in a minimum amount of $1,000,000 with minimum increments of $500,000, (iiiii) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans (i.e., a 5% to 10% Discount Range would represent $50,000 to $100,000 per $1,000,000 principal amount of Loans and CommitmentsLoans, with a 10% discount being deemed a “higher” discount than 5% for purposes of an Auction) at issue that represents the discounts applied to calculate the range of purchase prices that could the Auction Party would be paid willing to accept in the Auction; provided that the Discount Range may, at the option of the Auction Party, be a single percentage, (iviii) the date on which the Auction will conclude, on which date Return Bids will be due at the time provided in the Auction Notice (such time, the “Auction Expiration Time”), as such date and time may be extended upon notice by the Auction Party to the auction manager before any prior Auction Expiration Time, and (viv) the identity of the auction manager, and shall indicate if such auction manager is an Affiliate of the ParentBorrower. Each offer to purchase Loans or Commitments of any Class in an Auction shall be offered on a pro rata basis to all the Eligible Auction Lenders.

Notice Procedures. In connection with an each Auction, the Auction Party Borrower will provide notification to the auction manager Auction Manager (for distribution to the Lenders of the relevant Class of Loans and Commitments that are applicable Class(es)), as determined by the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agent) of the Class and principal amount of Loans and Commitments Borrower in its sole discretion, that will be the subject of the such Auction (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 and Commitments that will be the subject of the Auction, (ii) the total cash value of the bid Borrower offers to purchase in such Auction (the “Auction Amount”), in a minimum amount of which shall be no less than $1,000,000 with minimum 5,000,000 and whole increments of $500,000, 100,000 in excess thereof (iiiacross all such Classes) (unless a lesser amount is agreed to by the Administrative Agent and Auction Manager in its reasonable discretion); (ii) the discount range of discounts to par, which shall be a range par (the “Discount Range”), expressed as a range of prices (in increments of $5) of percentages of per $1,000, at which the par principal amount of the Borrower would be willing to purchase Term Loans (i.e., a 5% to 10% Discount Range would represent $50,000 to $100,000 per $1,000,000 principal amount of Loans and Commitments, with a 10% discount being deemed a “higher” discount than 5% for purposes of an Auction) at issue that represents the discounts applied to calculate the range of purchase prices that could be paid each applicable Class in the such Auction; provided that the Discount Range may, at the option of the Auction Party, be a single percentage, and (iviii) the date on which the such Auction will conclude, on which date Return Bids (as defined below) will be due at the by 1:00 p.m., New York City time provided in the Auction Notice (such time, the “Auction Expiration Time”), as such date and time may be extended by the Auction Manager at the request of the Borrower as set forth below, the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three Business Days upon notice by the Auction Party Borrower to the auction manager Auction Manager received not less than 24 hours before any the original Expiration Time; provided, that only two extensions per offer shall be permitted (unless otherwise approved by the Auction Manager prior to the date of the applicable Auction). 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 as set forth in Section 4.5(b) of the Term Loan Agreement 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 Business Days after such withdrawal or Expiration Time, and 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 (vwhether successful or failed) the identity of the auction managerprevious Auction (if any), and shall indicate if whether such auction manager is an Affiliate conclusion occurs by withdrawal of such previous Auction or the occurrence of the Parent. Each offer to purchase Loans or Commitments in an Auction shall be offered on a pro rata basis to all the Eligible Auction LendersExpiration Time of such previous Auction.

Notice Procedures. In connection with an Auction, the Auction Party will provide notification to the auction manager (for distribution to the Term B-2 Lenders of the relevant Class of Term Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agent) of the Class and principal amount of Term Loans and Commitments that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall contain (i) the Class of Term Loans and Commitments that will be the subject of the Auction, (ii) the total cash value of the bid (the “Auction Amount”), in a minimum amount of $1,000,000 with minimum increments of $500,000, (iii) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans (i.e., a 5% to 10% Discount Range would represent $50,000 to $100,000 per $1,000,000 principal amount of Loans and CommitmentsTerm Loans, with a 10% discount being deemed a “higher” discount than 5% for purposes of an Auction) at issue that represents the discounts applied to calculate the range of purchase prices that could be paid in the Auction; provided that the Discount Range may, at the option of the Auction Party, be a single percentage, (iv) the date on which the Auction will conclude, on which date Return Bids will be due at the time provided in the Auction Notice (such time, the “Auction Expiration Time”), as such date and time may be extended upon notice by the Auction Party to the auction manager before any prior Auction Expiration Time, and (v) the identity of the auction manager, and shall indicate if such auction manager is an Affiliate of the ParentHoldco. Each offer to purchase Term Loans or Commitments in an Auction shall be offered on a pro rata basis to all the Eligible Auction Lenders.

Notice Procedures. In connection with an Auction, the Auction Party will provide notification to the auction manager (for distribution to the Term Lenders of the relevant Class of Term Loans and Commitments that are the subject of the Auction (the “Eligible Auction Lenders”) and the Administrative Agent) of the Class and principal amount of Term Loans and Commitments that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall contain (i) the Class of Term Loans and Commitments that will be the subject of the Auction, (ii) the total cash value of the bid #91301181v32 (the “Auction Amount”), in a minimum amount of $1,000,000 with minimum increments of $500,000, (iii) the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans (i.e., a 5% to 10% Discount Range would represent $50,000 to $100,000 per $1,000,000 principal amount of Loans and CommitmentsTerm Loans, with a 10% discount being deemed a “higher” discount than 5% for purposes of an Auction) at issue that represents the discounts applied to calculate the range of purchase prices that could be paid in the Auction; provided that the Discount Range may, at the option of the Auction Party, be a single percentage, (iv) the date on which the Auction will conclude, on which date Return Bids will be due at the time provided in the Auction Notice (such time, the “Auction Expiration Time”), as such date and time may be extended upon notice by the Auction Party to the auction manager before any prior Auction Expiration Time, and (v) the identity of the auction manager, and shall indicate if such auction manager is an Affiliate of the ParentHoldings. Each offer to purchase Term Loans or Commitments in an Auction shall be offered on a pro rata basis to all the Eligible Auction Lenders.