Common use of Reply Procedures Clause in Contracts

Reply Procedures. In connection with any Auction, each Term Lender holding Term Loans of the applicable Class wishing to participate in such Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation (the “Return Bid”, in the form included in the Offer Document), which shall specify (i) a discount to par 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 of such Class, in an amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, that such Term Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided, that such Term Lender may submit a Reply Amount that is less than the minimum amount and/or incremental amount requirements described above only if the Reply Amount comprises the entire amount of Term Loans of the applicable Class held by such Term Lender. Each Term Lender of the applicable Class may only submit one Return Bid per Auction. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held by the Auction Manager, an Affiliate Assignment Agreement. Neither Holdings nor any of its Subsidiary will 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 AuctionPurchase Offer, each Term Lender holding Term of Loans of the applicable Class wishing to participate in such Auction Purchase Offer shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation (the “Return Bid”participation, in the form included in the Offer Documentapplicable offering document (each, a "Return Bid"), which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $525) 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 Loans of such Class, in an amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, the applicable Class that such Term Lender is willing to offer offers for sale at its Reply Price (the “"Reply Amount”"); provided, that such Term Lender may submit a Reply Amount that is less than the minimum amount and/or incremental amount requirements described above only if the Reply Amount comprises the entire amount of Term Loans of the applicable Class held by such Term Lender. Each Term Lender of the applicable Class Lenders may only submit one Return Bid per 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 Lender resulting in a Qualifying Bid. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Auction Manager, an Affiliate Affiliated Lender Assignment Agreement. Neither Holdings nor any and Assumption Agreement in the form attached to this Exhibit I as Annex I. No Borrower or Subsidiary of its Subsidiary a Borrower will 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 Auction, each Term Lender holding Term Loans or New Term Loans of the applicable Class wishing to participate in such Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation (the “Return Bid”, in the form included in the Offer Document), which shall specify (i) a discount to par expressed as a price per $1,000 (in increments of $5) of Term Loans or New Term Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Term Loans or New Term Loans of such Class, in an amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, that such Term Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided, that such Term Lender may submit a Reply Amount that is less than the minimum amount and/or incremental amount requirements described above only if the Reply Amount comprises the entire amount of Term Loans or New Term Loans of the applicable Class held by such Term Lender. Each Term Lender of the applicable Class may only submit one Return Bid per Auction. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held by the Auction Manager, an Affiliate Assignment Agreement. Neither Holdings nor any of its Subsidiary will purchase any Term Loans or New 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 Auction, each Term Lender holding Term Loans of the applicable Class wishing to participate in such Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation (the “Return Bid”participation, in the form included in the Offer Document)respective offering document (each, a “Return Bid”) which shall specify (i) a discount to par that must be expressed as a price per $1,000 (in increments of $5) in principal amount of the applicable Term Loans (the “Reply Price”) within the Discount Range Range; and (ii) the principal amount of such Term Loans of such ClassLoans, in an amount not less than $5,000,000 1,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof, that such Term Lender is willing to offer offers for sale at its Reply Price (the “Reply Amount”); provided, that such . A Term Lender may submit a Reply Amount that is less than the minimum amount and/or and incremental amount requirements described above only if the Reply Amount comprises the entire amount of the applicable Term Loans of the applicable Class held by such Term Lender. Each Term Lender of the applicable Class Lenders may only submit one Return Bid per AuctionAuction but each Return Bid may contain up to three component bids, each of which may result in a separate Qualifying Bid and each of which will not be contingent on any other component bid submitted by such Term Lender resulting in a Qualifying Bid. In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held by the Auction Manager, an Affiliate assignment agreement in the form included in the offering document (each, an “Auction Assignment Agreement”). Neither Holdings nor any of its Subsidiary The 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)Price.