Common use of Reply Procedures Clause in Contracts

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 $[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 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. 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 A Lender and Incremental Term 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 $[AMOUNT], that such Term Loan A Lender or Incremental Term 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 A Lender and Incremental Term 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 as 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 Lender or Incremental Term Lender at such time. A Term Loan A Lender or Incremental Term 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 A Lender or Incremental Term Lender resulting in a Qualifying Bid. In addition required 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 Parent Borrower 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 Auction, each Term Loan A Lender and Incremental Term 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 $[AMOUNT]500,000, that such Term Loan A Lender or Incremental Term Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided 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 comprises the entire amount of the applicable 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 Borrower, the Auction Manager and the Administrative Agent (the “Auction Assignment and Acceptance”). The Parent Borrower 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 A Lender and Incremental Term 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 $[AMOUNT]1,000,000 or an integral multiple of $100,000 in excess thereof, that such Term Loan A Lender or Incremental Term B Lender is willing to offer for sale at its Reply Price (the “"Reply Amount”"); provided that provided, each Term Loan A Lender and Incremental Term 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 A Lender or Incremental Term B Lender at such time. A Term Loan A Lender or Incremental Term 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 A Lender or Incremental Term B Lender resulting in a Qualifying Bid. In addition to the Return Bid, a participating Term Loan A Lender or Incremental Term 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 Parent Borrower 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).