Common use of Reply Procedures Clause in Contracts

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,000, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals the entire amount of the Term Loans held by such Term Loan Lender at such time. A Term Loan Lender may only submit one Return Bid per Dutch 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 Return Bid, a participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “Auction Assignment and Acceptance”). The Borrowers will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans that are the subject of such Dutch Auction wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) , to be included in the Offer Documents, ) which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,000, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans held by such Term Loan Lender at such time. A Term Loan Lender may only submit one Return Bid per Dutch 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 Return Bid, a participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “Auction Assignment and Acceptance”). The Borrowers Offeror will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch AuctionAuction Purchase Offer, each Term Loan Lender holding of Term Loans of the applicable Class wishing to participate in such Dutch Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager applicable offering document (the each, a “Return Bid”) to be included in the Offer Documents), which shall specify (i) a discount to par that must be expressed as a price (in increments of $25) per $1,000 in principal amount of Term Loans of the applicable Class (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term LoansLoans of the applicable Class, in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term Loans of the applicable Class held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch AuctionAuction Purchase Offer, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held in escrow by the Auction Manager, an assignment and acceptance 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 (the “Auction Affiliated Lender Assignment and Acceptance”)Assumption. The Borrowers No Purchasing Borrower Party will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Discounted Price (as defined below).

Reply Procedures. In connection with any Dutch AuctionAuction Prepayment Offer, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction Prepayment Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager Notice (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of each Class within the applicable Discount Range and (ii) the par principal amount of Term Loans, in an amount not less than $1,000,000, Loans of each Class that such Term Loan Lender is willing to offer accepts for sale prepayment at its Reply Price Price, which must be in increments of $100,000 (the “Reply Amount”); provided that each Term Loan Lender may submit a Reply Amount that is less than the . The minimum amount and incremental amount requirements described above only shall not apply if the Lender submits a Reply Amount equals the equal to such Lender’s entire remaining amount of the its applicable Class or Classes of Term Loans held by such Term Loan Lender at such timeLoans. A Term Loan Lender Lenders may only submit one Return Bid per Dutch AuctionClass per Auction Prepayment Offer, but each Return Bid may contain up to three component bidsbids (or such larger number of component bids as may be specified in the Auction Notice), 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held in escrow by the Auction Manager, an assignment and acceptance 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 Notice (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers Borrower will not purchase prepay any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below). Any Lender with outstanding Term Loans whose Return Bid is not received by the Auction Manager by the Expiration Time shall be deemed to have declined to accept any Auction Prepayment of any of its Term Loans at any discount to their par value within the Discount Range.

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) , to be included in the Offer Documents, ) which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,000, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans held by such Term Loan Lender at such time. A Term Loan Lender may only submit one Return Bid per Dutch 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 Return Bid, a participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment Assignment and acceptance Acceptance 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 (the “Auction Assignment and Acceptance”). The Borrowers Offeror will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch AuctionAuction Purchase Offer, each Term Loan Lender holding of Term Loans of the applicable Class(es) wishing to participate in such Dutch Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager applicable offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term LoansLoans of the applicable Class(es), in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term Loans of the applicable Class(es) held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch AuctionClass per Auction Purchase Offer, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held in escrow by the Auction Manager, an assignment and acceptance 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 (the “Auction Affiliated Lender Assignment and Acceptance”)Assumption. The Borrowers No Purchasing Borrower Party will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch AuctionAuction Purchase Offer, each Term Loan Lender holding of the Term Loans of the applicable Class(es) wishing to participate in such Dutch Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager applicable offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price (in increments of $5) per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term LoansLoans of the applicable Class(es), in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term Loans of the applicable Class(es) held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch AuctionClass per Auction Purchase Offer, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held in escrow by the Auction Manager, an assignment and acceptance 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 (the “Auction Affiliated Assignment and Acceptance”)Assumption. The Borrowers No Purchasing Borrower Party will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding of Term Loans of the applicable Tranche wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager respective offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term Loans of such Tranche held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 offering document (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers Borrower will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans of each applicable Class wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager respective offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans of each applicable Class (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term LoansLoans of each applicable Class, in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each . A Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans of each applicable Class held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 offering document (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers Borrower will not purchase any Term Loans of any applicable Class at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Dutch AuctionAuction Purchase Offer, each Term Loan Lender holding Term Loans of the applicable Class(es) wishing to participate in such Dutch Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager applicable offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price (in increments of $25) per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term LoansLoans of the applicable Class(es), in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term Loans of the applicable Class(es) held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch AuctionClass per Auction Purchase Offer, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held in escrow by the Auction Manager, an assignment and acceptance 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 (the “Auction Affiliated Lender Assignment and Acceptance”)Assumption. The Borrowers No Purchasing Borrower Party will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager respective offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of the applicable Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of such Term Loans, in an amount not less than $1,000,000500,000 or an integral multiple of $100,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each . A Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the applicable Term Loans held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 offering document (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers Borrower will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager respective offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of the applicable Add-On Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of such Add-On Term Loans, in an amount not less than $1,000,0001,000,000 or an integral multiple of $100,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each . A Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the applicable Add-On Term Loans held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 offering document (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers Company will not purchase any Add-On Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) to be , in the form included in the Offer DocumentsDocument, which shall be substantially in the form of Annex B to this Exhibit 11.2) 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 (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than US $1,000,0001,000,000 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 provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment Assignment and acceptance Acceptance 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 Document (the “Auction Offeror Assignment and Acceptance”), which shall be substantially in the form of Annex C to this Exhibit 11.2. The Borrowers Offeror will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below)or satisfaction of the Maximum Permitted Auction Amount.

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation substantially in the form and substance reasonably satisfactory of Annex B to the Auction Manager this Exhibit J (the “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount (in increments of $5) of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,0001,000,000 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 provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “Auction Affiliate Assignment and Acceptance”)Agreement. The Borrowers Purchaser will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch AuctionAuction Purchase Offer, each Term Loan Lender holding Term Loans of the applicable Class(es) wishing to participate in such Dutch Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager applicable offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price (in increments of $25) per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term LoansLoans of the applicable Class(es), in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term Loans of the applicable Class(es) held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch AuctionClass per Auction Purchase Offer, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held in escrow by the Auction Manager, an assignment and acceptance 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 (the “Auction Affiliated Lender Assignment and Acceptance”)Assumption. The Borrowers No Purchasing Borrower Party will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Discounted Price (as defined below).

Reply Procedures. In connection with any Dutch AuctionAuction Purchase Offer, each Term Loan Lender holding of Term Loans of the applicable Class wishing to participate in such Dutch Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager applicable offering document (the each, a “Return Bid”) to be included in the Offer Documents), which shall specify (i) a discount to par that must be expressed as a price (in increments of $25) per $1,000 in principal amount of Term Loans of the applicable Class (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term LoansLoans of the applicable Class, in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term Loans of the applicable Class held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch AuctionAuction Purchase Offer, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held in escrow by the Auction Manager, an assignment and acceptance 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 (the “Auction Affiliated Lender Assignment and Acceptance”)Assumption. The Borrowers No Purchasing Borrower Party will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,0002,000,000, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals the entire amount of the Term Loans held by such Term Loan Lender at such time. A Term Loan Lender may only submit one Return Bid per Dutch Auction, but each Return Bid may contain up to three component bidsbids (or such other amount as may be determined by the Auction Manager), 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 Return Bid, a participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “Auction Assignment and Acceptance”). The Borrowers Auction Offeror will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) , to be included in the Offer Documents, ) which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,000, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans held by such Term Loan Lender at such time. A Term Loan Each Lender may only submit one Return Bid per Dutch Auction, 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 shall not be contingent on any other component bid submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 Borrower (on behalf of the Borrowers) (the “Auction Borrower Assignment and Acceptance”). The Borrowers will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,000, 1,000,000 that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals the entire amount of the Term Loans held by such Term Loan Lender at such time. A Term Loan Lender may only submit one Return Bid per Dutch 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 Return Bid, a participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “Auction Assignment and Acceptance”). The Borrowers Borrower will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, shall provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,0001,000,000 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 provided, that each a Term Loan Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 Return Bid, a each participating Term Loan Lender must execute and deliver, deliver to be held by 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 (the “Auction Affiliate Assignment and AcceptanceAgreement”). The Borrowers Borrower will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding of Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager respective offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term Loans of such Tranche held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 offering document (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers Borrower will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding of Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager applicable offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, Loans in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term Loans that are subject to such Auction held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 applicable offering document (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers Borrower will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding of B Term Loans (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) wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager respective offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of B Term Loans (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) (the “Reply Price”) within the Discount Range and (ii) the principal amount of B Term Loans (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), in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the B Term Loans (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) held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 offering document (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers respective Borrower will not purchase any B Term Loans (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) at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch AuctionPurchase Offer, each Term Loan Lender holding Term Loans of the applicable Class wishing to participate in such Dutch Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager applicable offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price (in increments of $5) per $1,000 in principal amount of Term Loans or Other Term Loans (the “Reply Price”) of the applicable Class within the Discount Range and (ii) the principal amount of Term LoansLoans or Other Term Loans of the applicable Class, in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term Loans or Other Term Loans of the applicable Class held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch AuctionClass per Purchase Offer, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held in escrow by the Auction Manager, an assignment and acceptance 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 offering document (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers Borrower will not purchase any Term Loans or Other Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Tranche B Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation substantially in the form and substance reasonably satisfactory of Annex B to the Auction Manager this Exhibit K (the “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) of Tranche B Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Tranche B Term Loans, in an amount not less than $1,000,0001,000,000 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 provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Tranche B Term Loans held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “Auction Affiliate Assignment and Acceptance”)Agreement. The Borrowers Purchaser will not purchase any Tranche B Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan B Lender holding Term Loans of the applicable Class(es) wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager respective offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term B Loans (the “Reply Price”) of the applicable Class within the Discount Range and (ii) the principal amount of Term LoansLoans of the applicable Class, in an amount not less than $1,000,000500,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term B Loans of the applicable Class held by such Term Loan Lender at such timeB Lender. A Term Loan Lender B Lenders may only submit one Return Bid per Dutch Auction, Class 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 submitted by such Term Loan B Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating Term Loan B Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 offering document (the “each, an "Auction Assignment and Acceptance”Assumption"). The Borrowers Borrower will not purchase prepay any Term B Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation substantially in the form and substance reasonably satisfactory of Annex B to the Auction Manager this Exhibit Q (the “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of Term $5) of Loans (the “Reply Price”) within the Discount Range and (ii) the 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 provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, Auction but each Return Bid may contain up to three [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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “Auction a Borrower Assignment and Acceptance”). The Borrowers Purchaser will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan B Lender holding Term B Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) , to be included in the Offer Documents, ) which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term B Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term B Loans, in an amount not less than $1,000,000, that such Term Loan B Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan B Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term B Loans held by such Term Loan B Lender at such time. A Term Loan B Lender may only submit one Return Bid per Dutch 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 B Lender resulting in a Qualifying Bid. In addition to the Return Bid, a participating Term Loan B Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “Auction Assignment and Acceptance”). The Borrowers Borrower will not purchase any Term B Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding of Term Loans of the applicable Term Facility wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager respective offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of such Term Loans, in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term Loans of such Term Facility held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 offering document (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers applicable Borrower will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Dutch Auction, each Term Loan A Lender and Incremental Term Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,000[AMOUNT], that such Term Loan A Lender or Incremental Term Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan A Lender and Incremental Term Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals the entire amount of the Term Loans held by such Term Loan A Lender or Incremental Term Lender at such time. A Term Loan A Lender or Incremental Term Lender may only submit one Return Bid per Dutch 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 A Lender or Incremental Term Lender resulting in a Qualifying Bid. In addition to the Return Bid, a participating Term Loan A Lender or Incremental Term Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “Auction Assignment and Acceptance”). The Borrowers Parent Borrower will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Each Lender holding Term B Loans wishing to participate in such Dutch Auction shall, prior to must by the Expiration Time, date and time specified in the Auction Notice provide the Auction Manager Tender Agent with a written notice of participation in the form and substance reasonably satisfactory to the Auction Manager attached hereto as Exhibit B (the a “Return Bid”) to be included in the Offer Documents, which shall specify specify: (ia) in connection with an Auction that is a Modified Dutch Auction or a Variable Price Auction, a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply PriceDiscount”) within the Discount Range and (iiin multiples of $5 per $1,000 principal amount); and (b) the principal amount of Term B Loans, in an amount not less than $1,000,000500,000 and may be in integral multiples of $500,000 in excess thereof (but subject to rounding requirements specified by the Tender Agent), that such Term Loan Lender is would be willing to offer for sale prepayment at its (i) in connection with a Modified Dutch Auction or a Variable Price Auction, such Reply Discount or (ii) in connection with a Fixed Price Auction, the Fixed Discount (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the such Term B Loans held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, but ; provided that (except in the case of a Fixed Price Auction) 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 ; provided further that, the Return Bid, a participating Term Loan Lender must execute and deliver, to be sum of any Lender’s bid(s) may not exceed the principal face amount of Loans held by the Auction Manager, an assignment and acceptance 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 (the “Auction Assignment and Acceptance”)it. The Borrowers will not purchase have no obligation to (and may not) prepay any Term B Loans at a price Reply Discount that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price Reply Discount that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below)Discount, if applicable. A Lender failing to submit a Return Bid shall be conclusively deemed to have irrevocably elected not to participate in the Auction.

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager and the Borrower (the “Return Bid”) , to be included in the Offer Documents, ) which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,000, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans held by such Term Loan Lender at such time. A Term Loan Lender may only submit one Return Bid per Dutch 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 Return Bid, a participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment Assignment and acceptance Acceptance in the form included in the Offer Documents which shall be in form and substance reasonably satisfactory to the Auction Manager and Manager, the Administrative Agent and the Borrower (the “Auction Assignment and Acceptance”). The Borrowers Offeror will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) , to be included in the Offer Documents, ) which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,000, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans of the respective Class held by such Term Loan Lender at such time. A Term Loan Each Lender may only submit one Return Bid per Dutch Auction, 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 shall not be contingent on any other component bid submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 Borrower (on behalf of the Borrowers) (the “Auction Borrower Assignment and Acceptance”). The Borrowers will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch AuctionPurchase Offer, each Term Loan Lender holding Term Loans of the applicable Class wishing to participate in such Dutch Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager applicable offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price (in increments of $5) per $1,000 in principal amount of Term Initial Loans or New Loans (the “Reply Price”) of the applicable Class within the Discount Range and (ii) the principal amount of Term LoansInitial Loans or New Loans of the applicable Class, in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term Initial Loans or New Loans of the applicable Class held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch AuctionClass per Purchase Offer, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held in escrow by the Auction Manager, an assignment and acceptance 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 offering document (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers Borrower will not purchase any Term Initial Loans or New Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager respective Offer Documents (the each, a “Return Bid”) to be included in the Offer Documents, 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 LoansLoans (or Term Loans of a particular Class), in an amount not less than $1,000,0001,000,000 (unless another amount is agreed to by the Auction Manager) 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 each Term Loan . 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 equals comprises the entire amount of the Term Loans (or Term Loans of a particular Class) held by such Term Loan Lender at such timeLender. A Term Loan Lender The Lenders may only submit one Return Bid per Dutch Auction, 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 submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating Term Loan 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 which shall be in form and substance reasonably satisfactory to the Auction Manager and the Administrative Agent (the each, an “Auction Assignment and Acceptance”). The Borrowers Affiliated Persons will not have any obligation to purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is 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.

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding of Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager respective offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term Loans held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 offering document (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers Borrower will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans of each applicable Class wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager respective offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans of each applicable Class (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term LoansLoans of each applicable Class, in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each . A Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans of each applicable Class held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 offering document (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers applicable Borrower will not purchase any Term Loans of any applicable Class at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans, Incremental Term Loans or Refinancing Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation substantially in the form and substance reasonably satisfactory of Annex B to the Auction Manager this Exhibit L (the “Return Bid”) to be included in the Offer Documents, 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, Incremental Term Loans or Refinancing Term Loans, as applicable (the “Reply Price”) ), within the Discount Range and (ii) the principal amount of Term Loans, Incremental Term Loans or Refinancing Term Loans, as applicable, in an amount not less than $1,000,0001,000,000 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 provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans, Incremental Term Loans or Refinancing Term Loans, as applicable, held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 Return Bid, a the participating Term Loan 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 which shall be in form and substance reasonably satisfactory of Annex C to the Auction Manager and the Administrative Agent this Exhibit L (the an “Auction Affiliate Assignment and AcceptanceAgreement”). The Borrowers Purchaser will not purchase any Term Loans, Incremental Term Loans or Refinancing Term Loans, as applicable, at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans of the applicable Class wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager and the Offeror (the “Return Bid”) , to be included in the Offer Documents, ) which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term LoansLoans of the applicable Class, in an amount not less than $1,000,000100,000 or an integral multiple of $50,000 in excess thereof, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan Lender of the applicable Clas may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans of the applicable Class held by such Term Loan Lender at such time. A Term Loan Lender may only submit one Return Bid per Dutch 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 Return Bid, a participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment Assignment and acceptance Acceptance in the form included in the Offer Documents which shall be in the form attached as Exhibit G to the Credit Agreement or otherwise in form and substance reasonably satisfactory to the Auction Manager Manager, the Offeror and the Administrative Agent (the “Auction Assignment and Acceptance”). The Borrowers Offeror will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Refinancing Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a an irrevocable notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) , to be included in the Offer Documents, ) which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Refinancing Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Refinancing Term Loans, in an amount not less than $1,000,000, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided Amount”); provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Refinancing Term Loans held by such Term Loan Lender at such time. A Term Loan Lender may only submit one Return Bid per Dutch 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 Return Bid, a participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “Auction Affiliate Assignment and AcceptanceAgreement”). The Borrowers Offeror will not purchase any Refinancing Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch AuctionAuction Purchase Offer, each Term Loan Lender holding of Term Loans wishing to participate in such Dutch Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager applicable offering document (the each, a “Return Bid”) to be included in the Offer Documents), which shall specify (i) a discount to par that must be expressed as a price (in increments of $25) per $1,000 in principal amount of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term Loans held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch AuctionAuction Purchase Offer, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held in escrow by the Auction Manager, an assignment and acceptance 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 (the “Auction Affiliated Lender Assignment and Acceptance”)Assumption. The Borrowers No Purchasing Borrower Party will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Discounted Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) ), to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,000, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans held by such Term Loan Lender at such time. A Term Loan Lender The Lenders may only submit one Return Bid per Dutch Auction, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment Assignment and acceptance Acceptance 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 (the “Auction Borrower Assignment and Acceptance”). The Borrowers Borrower will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan B Lender holding Term B Loans or Incremental Term B Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “"Return Bid”") to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term B Loans or Incremental Term B Loans (the “"Reply Price”") within the Discount Range and (ii) the principal amount of Term B Loans or Incremental Term B Loans, in an amount not less than $1,000,0001,000,000 or an integral multiple of $100,000 in excess thereof, that such Term Loan B Lender is willing to offer for sale at its Reply Price (the “"Reply Amount”"); provided that provided, each Term Loan B Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals the entire amount of the Term B Loans or Incremental Term B Loans held by such Term Loan B Lender at such time. A Term Loan B Lender may only submit one Return Bid per Dutch 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 B Lender resulting in a Qualifying Bid. In addition to the Return Bid, a participating Term Loan B Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “"Auction Assignment and Acceptance”"). The Borrowers Dutch Auction Purchaser will not purchase any Term B Loans or Incremental Term B Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) , to be included in the Offer Documents, ) which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,000, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans held by such Term Loan Lender at such time. A Term Loan Lender may only submit one Return Bid per Dutch 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 Return Bid, a participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment Assignment and acceptance Acceptance in the form included in the Offer Documents which shall be in form and substance reasonably consistent with Exhibit A to the Credit Agreement or otherwise satisfactory to the Auction Manager and Manager, the Administrative Agent and the Borrower (the “Auction Assignment and Acceptance”). The Borrowers Offeror will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager respective Offer Documents (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of Term $5) of Loans and/or Incremental Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans and/or Incremental Loans, in an amount not less than $1,000,000US$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 each Term Loan . 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 equals comprises the entire amount of the Term Loans and/or Incremental Loans held by such Term Loan Lender at such timeLender. A Term Loan Lender The Lenders may only submit one Return Bid per Dutch Auction, 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 submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating Term Loan 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 which shall be in form and substance reasonably satisfactory to the Auction Manager and the Administrative Agent (the each, an “Auction Assignment and Acceptance”). The Borrowers Affiliated Persons will not have any obligation to purchase any Term Loans or Affiliated Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is 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 Auction Amount.

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) , to be included in the Offer Documents, ) which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,000, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans held by such Term Loan Lender at such time. A Term Loan Each Lender may only submit one Return Bid per Dutch Auction, 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 shall not be contingent on any other component bid submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 Borrower (the “Auction Borrower Assignment and Acceptance”). The Borrowers Borrower will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans of the applicable Class wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation substantially in the form and substance reasonably satisfactory of Annex B to the Auction Manager this Exhibit M (the “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans of the applicable Class (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term LoansLoans of the applicable Class, in an amount not less than $1,000,0001,000,000 or an integral multiple in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans of the applicable Class held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “Auction a Borrower Assignment and Acceptance”)Agreement. The Borrowers Purchaser will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan applicable Lender holding Term the applicable Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term such Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term such Loans, in an amount not less than $1,000,000, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals the entire amount of the Term Loans held by such Term Loan Lender at such time. A Term Loan Lender may only submit one Return Bid per Dutch 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 Return Bid, a participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “Auction Assignment and Acceptance”). The Borrowers Purchaser will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,000, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals the entire amount of the Term Loans held by such Term Loan Lender at such time. A Term Loan Lender may only submit one Return Bid per Dutch 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 Return Bid, a participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “Auction Assignment and Acceptance”). The Borrowers Borrower will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans of the applicable tranche or tranches wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the applicable Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) to be included in the Offer Documents, 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 (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term LoansLoans of the applicable tranche or tranches, in an amount not less than $1,000,0001,000,000 (or such lesser amount as shall constitute the aggregate amount of the Term Loans of such tranche of the assigning Lender), that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the relevant tranche of Term Loans held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one (1) Return Bid per Dutch Auction, 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 submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the applicable Auction Manager, an assignment and acceptance the Assumption 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 (the “Auction Assignment and Acceptance”)Document. The Borrowers applicable Credit Party will not have any obligation to purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Reverse Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Reverse Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,000, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans held by such Term Loan Lender at such time. A Term Loan Lender may only submit one Return Bid per Reverse Dutch 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 Return Bid, a participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “Auction Assignment and Acceptance”). The Borrowers Borrower will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a an irrevocable notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) , to be included in the Offer Documents, ) which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,000, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans held by such Term Loan Lender at such time. A Term Loan Lender may only submit one Return Bid per Dutch 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 Return Bid, a participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “Auction Affiliate Assignment and AcceptanceAgreement”). The Borrowers Offeror will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch AuctionPurchase Offer, each Term Loan Lender holding Term Loans of the applicable Class wishing to participate in such Dutch Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager applicable offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price (in increments of $5) per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class within the Discount Range and (ii) the principal amount of Term LoansLoans of the applicable Class, in an amount not less than $[1,000,000] or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term Loans of the applicable Class held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch AuctionClass per Purchase Offer, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held in escrow by the Auction Manager, an assignment and acceptance 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 offering document (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers Borrower will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a an irrevocable notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) , to be included in the Offer Documents, ) which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,000, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans held by such Term Loan Lender at such time. A Term Loan Lender may only submit one Return Bid per Dutch 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 Return Bid, a participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “Auction Assignment and Acceptance”). The Borrowers Offeror will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) to be , in the form included in the Offer Documents, Document) 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 (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,000US$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 provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 appropriately completed Assignment Agreement (the “Auction NewPageCo Assignment and AcceptanceAgreement”). The Borrowers NewPageCo will not purchase any Term Loans at a price that is outside of higher than the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside higher than such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans that are the subject of such Dutch Auction wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) , to be included in the Offer Documents, ) which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,000500,000, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the applicable Term Loans held by such Term Loan Lender at such time. A Term Loan Lender may only submit one Return Bid per Dutch 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 Return Bid, a participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance in the form included in the Offer Documents which shall be in form and substance reasonably satisfactory to the Borrower, the Auction Manager and the Administrative Agent (the “Auction Assignment and Acceptance”). The Borrowers Offeror will not purchase any Term Loans pursuant to any applicable Dutch Auction at a price that is outside of the applicable Discount RangeRange with respect to such Dutch Auction, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,000, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals the entire amount of the Term Loans held by such Term Loan Lender at such time. A Term Loan Lender may only submit one Return Bid per Dutch 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 Return Bid, a participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “Auction Assignment and Acceptance”). The Borrowers Parent or its Restricted Subsidiary, as applicable, will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans of the applicable Class wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation substantially in the form and substance reasonably satisfactory of Annex B to the Auction Manager this Exhibit M (the “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans of the applicable Class (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term LoansLoans of the applicable Class, 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 offers for sale at its Reply Price (the “Reply Amount”); provided provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans of the applicable Class held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, Auction but each Return Bid may contain up to three [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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “Auction a Borrower Assignment and Acceptance”)Agreement. The Borrowers Purchaser will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch AuctionPurchase Offer, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager Notice (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of each Class within the applicable Discount Range and (ii) the par principal amount of Term Loans, in an amount not less than $1,000,000, Loans of each Class that such Term Loan Lender is willing to offer accepts for sale prepayment at its Reply Price Price, which must be in increments of $100,000 (the “Reply Amount”); provided that each Term Loan Lender may submit a Reply Amount that is less than the . The minimum amount and incremental amount requirements described above only shall not apply if the Lender submits a Reply Amount equals the equal to such Lender’s entire remaining amount of the its applicable Class or Classes of Term Loans held by such Term Loan Lender at such timeLoans. A Term Loan Lender Lenders may only submit one Return Bid per Dutch AuctionClass per Purchase Offer, but each Return Bid may contain up to three component bidsbids (or such larger number of component bids as may be specified in the Auction Notice), 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held in escrow by the Auction Manager, an assignment and acceptance assumption 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 Notice (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers Dutch Borrower will not purchase prepay any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below). Any Lender with outstanding Term Loans whose Return Bid is not received by the Auction Manager by the Expiration Time shall be deemed to have declined to accept any Auction Prepayment of any of its Term Loans at any discount to their par value within the Discount Range.

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager respective offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term Loans held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance in the form included in the Offer Documents (which shall be in form and substance reasonably satisfactory to customary form) included in the Auction Manager and the Administrative Agent offering document (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers No Purchasing Borrower Party will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Dutch AuctionPurchase Offer, each Term Loan Lender holding Term Loans of the applicable Class wishing to participate in such Dutch Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager applicable offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price (in increments of $5) per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class within the Discount Range and (ii) the principal amount of Term LoansLoans of the applicable Class, in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term Loans of the applicable Class held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch AuctionClass per Purchase Offer, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held in escrow by the Auction Manager, an assignment and acceptance 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 offering document (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers Borrower will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) to be , in the form included in the Offer Documents, Document) 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 (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $US$[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 provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, Auction but each Return Bid may contain up to three [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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment Assignment and acceptance Acceptance 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 Document (the “Auction Company Assignment and Acceptance”). The Borrowers Company will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager auction manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager auction manager (the “Return Bid”) , to be included in the Offer Documents, ) which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,000, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans held by such Term Loan Lender at such time. A Term Loan Lender may only submit one Return Bid per Dutch 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 Return Bid, a participating Term Loan Lender must execute and deliver, to be held by the Auction Managerauction manager, an assignment Assignment and acceptance Acceptance in the form included in the Offer Documents which shall be in form and substance reasonably satisfactory to the Auction Manager auction manager and the Administrative Agent (the “Auction Assignment and Acceptance”). The Borrowers Offeror will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager respective offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of Term Loans $5) in principal amount of its Loan (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loanssuch Loan, in an amount not less than $1,000,000500,000 or an integral multiple of $100,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term Loans Loan held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 offering document (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers Borrower will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation substantially in the form and substance reasonably satisfactory of Annex B to the Auction Manager this Exhibit M (the “Return Bid”) to be included in the Offer Documents, 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 (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,0001,000,000 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 provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “Auction Borrower Assignment and Acceptance”)Agreement. The Borrowers Purchaser will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch AuctionAuction Purchase Offer, each Term Loan Lender holding of the Term Loans of the applicable Class(es) wishing to participate in such Dutch Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager applicable offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price (in increments of $5) per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term LoansLoans of the applicable Class(es), in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term Loans of the applicable Class(es) held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch AuctionClass per Auction Purchase Offer, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held in escrow by the Auction Manager, an assignment and acceptance 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 (the “Auction Affiliated Assignment and Acceptance”)Assumption. The Borrowers No Purchasing Company Party will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch AuctionAuction Purchase Offer, each Term Loan Lender holding Term of the Loans of the applicable Class(es) wishing to participate in such Dutch Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager applicable offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price (in increments of $5) per $1,000 in principal amount of Term Loans (the “Reply Price”) of the applicable Class(es) within the Discount Range and (ii) the principal amount of Term LoansLoans of the applicable Class(es), in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term Loans of the applicable Class(es) held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch AuctionClass per Auction Purchase Offer, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held in escrow by the Auction Manager, an assignment and acceptance 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 (the “Auction Affiliated Assignment and Acceptance”)Assumption. The Borrowers No Purchasing Borrower Party will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,000, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided that provided, each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals the entire amount of the Term Loans held by such Term Loan Lender at such time. A Term Loan Lender may only submit one Return Bid per Dutch 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 Return Bid, a participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “Auction Assignment and Acceptance”). The Borrowers will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans of the applicable tranche or tranches wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the applicable Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) to be included in the Offer Documents, 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 (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term LoansLoans of the applicable tranche or tranches, in an amount not less than $1,000,0001,000,000 (or such lesser amount as shall constitute the aggregate amount of the Term Loans of such tranche of the assigning Lender), that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the relevant tranche of Term Loans held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the applicable Auction Manager, an assignment and acceptance the Assumption 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 (the “Auction Assignment and Acceptance”)Document. The Borrowers applicable Credit Party will not have any obligation to purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auctionauction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction auction shall, prior to the Expiration Time, provide the Auction Manager Agent with a notice of participation in form and substance reasonably satisfactory to the Auction Manager Agent (the “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,00010,000,000, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals the entire amount of the Term Loans held by such Term Loan Lender at such time. A Term Loan Lender may only submit one Return Bid per Dutch Auctionauction, 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 Return Bid, a participating Term Loan Lender must execute and deliver, to be held by the Auction ManagerAgent, an assignment and acceptance assumption in the form included in the Offer Documents which shall be in form and substance reasonably satisfactory to the Auction Manager Agent and the Administrative Agent (the “Auction Assignment and AcceptanceAssumption”). The Borrowers Borrower will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans of each applicable Class wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager respective offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans of each applicable Class (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term LoansLoans of each applicable Class, in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each . A Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans of each applicable Class held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 offering document (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers Lux Borrower will not purchase any Term Loans of any applicable Class at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans of the applicable tranche or tranches wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the applicable Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) to be included in the Offer Documents, 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 (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term LoansLoans of the applicable tranche or tranches, in an amount not less than $1,000,000US$1,000,000 (or such lesser amount as shall constitute the aggregate amount of the Term Loans of such tranche of the assigning Lender), that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the relevant tranche of Term Loans held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the applicable Auction Manager, an assignment and acceptance the Affiliate Purchaser Assignment 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 (the “Auction Assignment and Acceptance”)Document. The Borrowers Affiliate Purchaser will not have any obligation to purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans of each applicable Class wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager respective offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans of each applicable Class (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term LoansLoans of each applicable Class, in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each . A Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans of each applicable Class held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 offering document (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers applicable Borrower will not purchase any Term Loans of any applicable Class at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding of the applicable Class(es) of Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager applicable offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price (in increments of $5) per $1,000 in principal amount of Term Loans of the applicable Class(es) (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term LoansLoans of the applicable Class(es), in an amount not less than $ 500,000 or an integral multiple of $1,000,0001,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term Loans of the applicable Class(es) that are subject to such Auction held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Class 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held in escrow by the Auction Manager, an assignment and acceptance assumption 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 applicable offering document (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers Borrower will not purchase any Term Loans of any Class at a price that is outside of the applicable Discount RangeRange for such Class, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range for such Class be considered in any calculation of the Applicable Threshold Price (as defined below)) for such Class.

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation substantially in the form and substance reasonably satisfactory of Annex B to the Auction Manager this Exhibit P (the “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of Term $5) of Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,0001,000,000 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 provided, that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and and/or incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “Auction Affiliate Assignment and Acceptance”)Agreement. The Borrowers Purchaser will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding of Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager respective offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term Loans of such Tranche held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 offering document (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers Borrower will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (the “Return Bid”) to be #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,0002,000,000, that such Term Loan Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals the entire amount of the Term Loans held by such Term Loan Lender at such time. A Term Loan Lender may only submit one Return Bid per Dutch Auction, but each Return Bid may contain up to three component bidsbids (or such other amount as may be determined by the Auction Manager), 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 Return Bid, a participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “Auction Assignment and Acceptance”). The Borrowers Auction Offeror will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch AuctionPurchase Offer, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager applicable offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price (in increments of $5) per $1,000 in principal amount of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . 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 equals comprises the entire amount of the Term Loans of the Purchasing Borrower held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch AuctionPurchase Offer, 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held in escrow by the Auction Manager, an assignment and acceptance 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 offering document (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers Purchasing Borrower will not purchase any of its Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each First Priority Term Loan Lender holding Term Loans of the applicable tranche(s) wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager respective Offer Document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of First Priority Term Loans (the “Reply Price”) of the applicable tranche within the Discount Range and (ii) the principal amount of First Priority Term LoansLoans of the applicable tranche, in an amount not less than US$1,000,000 or an integral multiple of $1,000,0001,000 in excess thereof, that such First Priority Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each . A First Priority Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the First Priority Term Loans of the applicable tranche held by such First Priority Term Loan Lender at such timeLender. A First Priority Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, tranche 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 First Priority Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating First Priority Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 Document (the each, an “Auction Assignment and Acceptance”). The Borrowers Borrower will not purchase any First Priority Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below)or satisfaction of the Maximum Permitted Auction Amount.

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans of each applicable Class wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager respective offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans of each applicable Class (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term LoansLoans of each applicable Class, in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each . A Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans of each applicable Class held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, Auction but each Return Bid may contain up to three (3) component bidsbids (or such larger number of component bids as may be specified in the Auction Notice), 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 Notice (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers Borrower will not purchase any Term Loans of any applicable Class at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. Following receipt of the Auction Notice, the Auction Manager will (i) promptly, and in any event no later than 12:00 pm (New York City time) on the Business Day following receipt of the Auction Notice, deliver a copy of the Auction Notice to the Administrative Agent for distribution to each Lender holding Loans on such day and (ii) promptly, and in any event no later than 12:00 pm (New York City time) on the Business Day following receipt of the Auction Notice, deliver a copy of the Offer Documents to the Administrative Agent for distribution to each Lender holding Loans (and the Administrative Agent shall distribute such Offer Documents to such Lenders no later than 3:00 pm (New York City time) on such date). • In connection with any the Dutch AuctionAuction Transaction, each Term Loan Lender holding Term Loans as of the Record Date wishing to participate in such the Dutch Auction Transaction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory to the Auction Manager (such notice, the “Return BidParticipation Notice”) to , the form of which shall be included in the Offer Documents, which ). • The Participation Notice shall specify (i) a discount to par that must be expressed as a price per $1,000 the principal amount of Term Loans (the “Reply PriceAmount”) within the Discount Range and (ii) the principal amount of Term Loans, in an amount not less than $1,000,000, that such Term Loan Lender is willing to offer for sale at its Reply Price the Discount Price, in an amount no greater than an amount equal to (x) the “Reply Amount”); provided that each Term Loan Lender may submit a Reply Auction Amount that is less than multiplied by (y) the minimum amount and incremental amount requirements described above only if quotient of (1) the Reply Amount equals the entire aggregate principal face amount of the Term Loans held by such Term Loan Lender at such timeas of the Record Date divided by (2) the aggregate principal face amount of Loans outstanding as of the Record Date (which aggregate amount shall, for reference, be specified in the Auction Notice and the form of Participation Notice) (the product of (x) and (y), each Lender’s “Pro Rata Participation Amount”). • A Term Loan Lender may only submit one Return Bid per Participation Notice in connection with the Dutch 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 Auction Transaction. The Offeror will not be contingent on any other component bid submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition required to the Return Bid, a participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 (the “Auction Assignment and Acceptance”). The Borrowers will not purchase any Term Loans at a price that is outside of higher than the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below)Price.

Reply Procedures. In connection with any Dutch AuctionDiscounted Voluntary Prepayment Offer, each Term Loan Lender holding Term Loans wishing to participate in such Dutch Auction Discounted Voluntary Prepayment Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager Notice (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 in principal amount of Term Loans (the “Reply Price”) of each Series within the applicable Discount Range and (ii) the par principal amount of Term Loans, in an amount not less than $1,000,000, Loans of each Series that such Term Loan Lender is willing to offer accepts for sale prepayment at its Reply Price Price, which must be in increments of $100,000 (the “Reply Amount”); provided that each Term Loan Lender may submit a Reply Amount that is less than the . The minimum amount and incremental amount requirements described above only shall not apply if the Lender submits a Reply Amount equals the equal to such Lender’s entire remaining amount of the its applicable Series of Term Loans held by such Term Loan Lender at such timeLoans. A Term Loan Lender Lenders may only submit one Return Bid per Dutch AuctionSeries per Discounted Voluntary Prepayment Offer, but each Return Bid may contain up to three component bidsbids (or such larger number of component bids as may be specified in the Auction Notice), 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 Return Bid, a the participating Term Loan Lender must execute and deliver, to be held in escrow by the Auction Manager, an assignment and acceptance 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 Notice (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers will not purchase prepay any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below). Any Lender with outstanding Term Loans whose Return Bid is not received by the Auction Manager by the Expiration Time shall be deemed to have declined to accept any Discounted Voluntary Prepayment of any of its Term Loans at any discount to their par value within the Discount Range.

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding of Term Loans wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager applicable offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans, Loans in an amount not less than $1,000,0001,000,000 or an integral multiple of $1,000 in excess thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each Term Loan . A Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above if, and only if if, the Reply Amount equals comprises the entire amount of the Term Loans that are subject to such Auction held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a (i) the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 applicable offering document (the each, an “Auction Assignment and AcceptanceAssumption”)) and (ii) unless such disclaimers are incorporated into the terms of the Auction Assignment and Assumption, the participating Lender and each Borrower must execute and deliver, to be held by the Auction Manager, a customary “big boy” disclaimer letter. The Borrowers Holdings, the applicable Borrower or the applicable Restricted Subsidiary will not purchase any Term Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Reply Procedures. In connection with any Dutch Auction, each Term Loan Lender holding Term Loans of each applicable Class wishing to participate in such Dutch Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation participation, in the form and substance reasonably satisfactory to included in the Auction Manager respective offering document (the each, a “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount to par that must be expressed as a price per $1,000 or the U.S. Dollar Equivalent thereof (in increments of $5 or the U.S. Dollar Equivalent thereof) in principal amount of Term Loans of each applicable Class (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term LoansLoans of each applicable Class, in an amount not less than $1,000,0001,000,000 or the U.S. Dollar Equivalent thereof or an integral multiple of $1,000 in excess thereof or the U.S. Dollar Equivalent thereof, that such Term Loan Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided that each . A Term Loan Lender may submit a Reply Amount that is less than the minimum amount and incremental amount requirements described above only if the Reply Amount equals comprises the entire amount of the Term Loans of each applicable Class held by such Term Loan Lender at such timeLender. A Term Loan Lender Lenders may only submit one Return Bid per Dutch Auction, 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 submitted by such Term Loan Lender resulting in a Qualifying Bid. In addition to the Return Bid, a the participating Term Loan Lender must execute and deliver, to be held by the Auction Manager, an assignment and acceptance 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 offering document (the each, an “Auction Assignment and AcceptanceAssumption”). The Borrowers Company will not purchase any Term Loans of any applicable Class at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below)Price.