Common use of Reverse Dutch Auction Repurchases Clause in Contracts

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead Borrower or any Restricted Subsidiary may, at any time and from time to time, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent or any other bank or investment bank of recognized standing selected by Lead Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) and Schedule 2.19(a); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of purchase of Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead Borrower or such Restricted Subsidiary shall automatically be cancelled and retired on the settlement date of the relevant purchase (and may not be resold). (b) Holdings, Lead Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, Lead Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made pursuant to this Section 2.19, (x) Holdings, Lead Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead Borrower or any Restricted Subsidiary contemplated by this Section 2.19 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and the Auction Manager shall cooperate in a reasonable manner in connection therewith.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to time, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent or any other bank or investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) and Schedule 2.19(a); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of purchase of Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers Borrower shall not use the proceeds of any borrowing under the ABL Credit Agreement Revolving Borrowing to finance any such repurchase; and (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired on the settlement date of the relevant purchase (and may not be resold). (b) Holdings, Lead the Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, Lead the Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead the Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made pursuant to this Section 2.19, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and the Auction Manager shall cooperate in a reasonable manner in connection therewith.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead Borrower or any Restricted Subsidiary may, at any time and from time to time, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent or any other bank or investment bank of recognized standing selected by Lead Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) and Schedule 2.19(a); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of purchase of Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers Borrower shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead Borrower or such Restricted Subsidiary shall automatically be cancelled and retired on the settlement date of the relevant purchase (and may not be resold). (b) Holdings, Lead Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, Lead Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made pursuant to this Section 2.19, (x) Holdings, Lead Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead Borrower or any Restricted Subsidiary contemplated by this Section 2.19 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and the Auction Manager shall cooperate in a reasonable manner in connection therewith.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any other Credit Loan Document, Holdings, Lead Borrower Holdings or any Restricted Subsidiary of its Subsidiaries may, at any time and from time to time, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent or any other bank or investment bank of recognized standing selected by Lead Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “an Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.14 and Schedule 2.19(a)2.14; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) the minimum maximum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead Borrower or such Restricted Subsidiary offers the Borrowers offer to purchase in any such Auction shall be no less than $2,500,000 10,000,000 (unless another a lower amount is agreed to by the Administrative AgentAuction Manager); (iv) the Borrowers proceeds of Revolving Credit Loans shall not use the proceeds be used for a purchase of any borrowing under the ABL Credit Agreement to finance Term Loans in connection with any such repurchase; andAuction; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the purchaser thereof on the settlement date of the relevant purchase (and may not be resold); (vi) no more than one Auction may be ongoing at any one time; (vii) each Lender participating in any Auction acknowledges and agrees that in connection with such Auction, (1) the Borrowers then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Auction (“Excluded Information”), (2) such Lender has independently and, without reliance on either Borrower, any of its Subsidiaries, the Auction Manager or any of their respective Affiliates, has made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holdings, its Subsidiaries, the Administrative Agent, the Auction Manager or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against either Borrower, its Subsidiaries, the Administrative Agent, the Auction Manager and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Auction further acknowledges that the Excluded Information may not be available to the Auction Manager or the other Lenders; and (viii) at the time of each purchase of Term Loans through an Auction, the Lead Borrower shall have delivered to the Auction Manager an Officer’s Certificate of the Lead Borrower certifying as to compliance with preceding clauses (ii) and (iv). (b) Holdings, The Lead Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such the respective Auction. Holdings, If the Lead Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the reply amounts Lead Borrower reasonably believes that all required conditions set forth above which are insufficient required to complete be satisfied at the time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to such Auction shall be satisfied, then the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by Holdings or any of its Subsidiaries pursuant to this Section 2.192.14, (x) Holdings, Lead Borrower Holdings or such Restricted Subsidiary (as applicable) shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by Holdings or such Subsidiary (as applicable) and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of determining compliance with Sections 5.01, 5.02 2.05 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)Section 2.13. (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.14 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 2.05 and 13.06 Section 2.13 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead Borrower Holdings or any Restricted Subsidiary of its Subsidiaries contemplated by this Section 2.19 2.14 shall not constitute Investments by such PersonHoldings or any of its Subsidiaries)) or any other Credit Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.192.14. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 Article IX and Section 13.01 10.04 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable the Auction Manager to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit DocumentAgreement, Holdings, Lead the Borrower or any Restricted Subsidiary may, and its Subsidiaries may at any time and from time to timetime purchase Term Loans, conduct Incremental Term Loans and Refinancing Term Loans by conducting reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent or any other bank or another investment bank of recognized standing selected elected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent in accordance with the Auction Procedures (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) and Schedule 2.19(a); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of the purchase of any Term Loans, Incremental Term Loans and Refinancing Term Loans in connection with any Auction; (iiiii) the minimum maximum principal amount (calculated on the face amount thereof) of all Term Loans, Incremental Term Loans and Refinancing Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase purchases in any such Auction shall be no less than $2,500,000 1 million and whole increments of $500,000 in excess thereof (unless another amount is agreed to by the Administrative AgentAgent and Auction Manager); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and (viii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans, Incremental Term Loans and Refinancing Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary its Subsidiaries shall automatically be cancelled and retired by them on the settlement date of the relevant purchase (and may not be resold); (iv) the Borrower will promptly advise the Administrative Agent of the total amount of all Term Loans, Incremental Term Loans and Refinancing Term Loans so purchased by the Borrower or its Subsidiaries and the Administrative Agent is authorized to make appropriate entries in the Register to reflect such cancellation and retirement; and (v) no more than one Auction may be ongoing at any one time. (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, Lead Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans, Incremental Term Loans or Refinancing Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans, Incremental Term Loans and Refinancing Term Loans made by the Borrower pursuant to this Section 2.19, (xi) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans, Incremental Term Loans and Refinancing Term Loans up to the settlement date of such purchase and (yii) such purchases (and the payments made therefor by the Borrower or its Subsidiaries and the cancellation of the purchased Term Loans, Incremental Term Loans or Refinancing Loans, in each case case, in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 2.05 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)2.07. (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.012.05, 5.02 2.07, 2.12, 2.13 and 13.06 (10.06, it being understood and acknowledged that purchases of the Term Loans, Incremental Term Loans and Refinancing Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary its Subsidiaries contemplated by this Section 2.19 shall not constitute Investments by such Person)the Borrower) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 Article IX and Section 13.01 10.04 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to time, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent or any other bank or investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) and Schedule 2.19(a); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of purchase of Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and (viv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired on the settlement date of the relevant purchase (and may not be resold). (b) Holdings, Lead the Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, Lead the Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead the Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made pursuant to this Section 2.19, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and the Auction Manager shall cooperate in a reasonable manner in connection therewith.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdingsthe Lead Borrower, Lead Borrower or any Restricted Subsidiary on behalf of the other Borrowers, may, at any time and from time to time, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent or any other bank or another investment bank of recognized standing selected by the Lead Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”); provided that the Administrative Agent shall have no obligation to act as the Auction Manager), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) and Schedule 2.19(a); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of purchase of Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, the Lead Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers Lead Borrower shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Lead Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Lead Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) no more than one Auction may be ongoing at any one time; (vii) the Lead Borrower shall make the No Undisclosed Information Representation; and (viii) at the time of each purchase of Term Loans through an Auction, the Lead Borrower shall have delivered to the Auction Manager an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (ii), (iv) and (vii). (b) Holdings, The Lead Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, If the Lead Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Auction have in fact been satisfied), and if at such time of commencement the reply amounts Lead Borrower believes in good faith that all required conditions set forth above which are insufficient required to complete be satisfied at the time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to such Auction shall be satisfied, then the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Lead Borrower pursuant to this Section 2.19, (x) Holdings, the Lead Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Lead Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Lead Borrower or any Restricted Subsidiary contemplated by this Section 2.19 shall not constitute Investments by such Personthe Lead Borrower)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdingsthe Lead Borrower, Lead Borrower or any Restricted Subsidiary on behalf of the other Borrowers, may, at any time and from time to time, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent or any other bank or another investment bank of recognized standing selected by the Lead Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”); provided that the Administrative Agent shall have no obligation to act as the Auction Manager), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) and Schedule 2.19(a); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of purchase of Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, the Lead Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers Lead Borrower shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Lead Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Lead Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) no more than one Auction may be ongoing at any one time; (vii) the Lead Borrower shall make the No Undisclosed Information Representation; and (viii) at the time of each purchase of Term Loans through an Auction, the Lead Borrower shall have delivered to the Auction Manager an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (ii), (iv) and (vii). (b) Holdings, The Lead Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, If the Lead Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Auction have in fact been satisfied), and if at such time of commencement the reply amounts Lead Borrower believes in good faith that all required conditions set forth above which are insufficient required to complete be satisfied at the time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to such Auction shall be satisfied, then the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Lead Borrower pursuant to this Section 2.19, (x) Holdings, the Lead Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Lead Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Lead Borrower or any Restricted Subsidiary contemplated by this Section 2.19 shall not constitute Investments by such Personthe Lead Borrower)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to time, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent or any other bank or investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) and Schedule 2.19(a); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of purchase of Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and (viv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired on the settlement date of the relevant purchase (and may not be resold). (b) Holdings, Lead the Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, Lead the Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead the Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made pursuant to this Section 2.19, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections Section 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and the Auction Manager shall cooperate in a reasonable manner in connection therewith.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any other Credit Document, Holdings, Lead the U.S. Borrower (in the case of a Auction in respect of B Term Loans) or any Restricted Subsidiary the Canadian Borrower (in the case of a Auction in respect of C Term Loans) may, at any time and from time to timetime after the latest to occur of the Initial Borrowing Date and the Syndication Date, conduct reverse Dutch auctions in order to purchase B Term Loans (in the case of the U.S. Borrower) or C Term Loans (in the case of the Canadian Borrower) of a particular Tranche of Lenders (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent DBTCA or any other bank or another investment bank of recognized standing selected by Lead the applicable Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.19 and Schedule 2.19(a); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of the respective Term Loans in connection with any Auction; (iii) the minimum maximum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the applicable Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 10,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) after giving effect to any purchase of Term Loans pursuant to this Section 2.19, the Borrowers Total Unutilized Revolving Loan Commitment shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; andbe less than $37,500,000; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead either Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by such Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) prior to commencing an Auction, Holdings and the U.S. Borrower shall have discussed same with each of S&P and Xxxxx’x; (vii) no more than one Auction may be ongoing at any one time; (viii) the aggregate principal amount of all Term Loans purchased pursuant to Sections 2.19, 2.20 and 2.21 shall not exceed $75,000,000; and (ix) at the time of each purchase of Term Loans through an Auction, the applicable Borrower shall have delivered to the Auction Manager an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (ii), (iii) and (iv). (b) Holdings, Lead The applicable Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of B Term Loans or C Term Loans, as the case may be, pursuant to the respective Auction. If any Borrower commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the applicable Borrower believes in good faith that all required conditions set forth above which are required to be satisfied at the time of the purchase of B Term Loans or C Term Loans, as the case may be, pursuant to such Auction. HoldingsAuction shall be satisfied, Lead then such Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of B Term Loans or C Term Loans, as the case may be, pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of B Term Loans or C Term Loans, as the case may be, made by the applicable Borrower pursuant to this Section 2.19, (x) Holdings, Lead such Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the applicable Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of B Term Loans pursuant to an Auction, the then remaining Scheduled B Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of B Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled B Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled B Repayments). At the time of purchases of C Term Loans pursuant to an Auction, the then remaining Scheduled C Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of C Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled C Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled C Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the B Term Loans or C Term Loans, as the case may be, by Holdings, Lead the applicable Borrower or any Restricted Subsidiary contemplated by this Section 2.19 shall not constitute Investments by such PersonBorrower)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead the U.S. Borrower or any Restricted Subsidiary may, at any time and from time to timetime after the later to occur of the Effective Date and the Syndication Date, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent MS&Co. or any other bank or another investment bank of recognized standing selected by Lead the U.S. Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.15 and Schedule 2.19(a)2.15; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) the minimum maximum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 25,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) after giving effect to any purchase of Term Loans pursuant to this Section 2.15, the Borrowers sum of (x) the Total Unutilized Revolving Loan Commitment and (y) the aggregate amount of all cash and Cash Equivalents of the U.S. Borrower and the other Credit Parties, shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; andbe less than $100,000,000; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the U.S. Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the U.S. Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) no more than one Auction may be ongoing at any one time; (vii) the aggregate principal amount of all Term Loans purchased pursuant to this Section 2.15 shall not exceed $250,000,000; (viii) each Auction shall be open and offered to all Lenders of the relevant Tranche on a pro rata basis; and (ix) at the time of each purchase of Term Loans through an Auction, the U.S. Borrower shall have delivered to the Auction Manager an officer’s certificate of an Authorized Officer certifying as to compliance with preceding clauses (iv) and (vii). (b) Holdings, Lead The U.S. Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such the respective Auction. Holdings, Lead If the U.S. Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the reply amounts U.S. Borrower reasonably believes that all required conditions set forth above which are insufficient required to complete be satisfied at the time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to such Auction shall be satisfied, then the applicable Auction Manager by Holdings, Lead U.S. Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the U.S. Borrower pursuant to this Section 2.192.15, (x) Holdings, Lead the U.S. Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the U.S. Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.15 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the U.S. Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.15 shall not constitute Investments by such Personthe U.S. Borrower)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.192.15. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction. (d) Each Lender participating in any Auction hereby acknowledges and agrees that in connection with such Auction, (1) the U.S. Borrower may have, and later may come into possession of, information regarding the Term Loans or the Credit Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Auction (such information, the “Excluded Information”), (2) such Lender has independently, without reliance on the U.S. Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of the U.S. Borrower, its Subsidiaries, the Administrative Agent or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the U.S. Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Auction further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit DocumentAgreement, Holdings, Lead the Borrower or any Restricted Subsidiary may, may at any time and from time to time, time conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent or any other bank or another investment bank of recognized standing selected elected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.23 and Schedule 2.19(a)the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of any Term Loans in connection with any Auction, and the Borrower shall have delivered to the Administrative Agent and Auction Manager a certificate signed by a Responsible Officer of the Borrower confirming compliance with this clause (ii); (iii) the minimum maximum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 1 million and whole increments of $500,000 in excess thereof (unless another amount is agreed to by the Administrative AgentAgent and Auction Manager); (iv) after giving effect to any purchase of Term Loans pursuant to this Section 2.23, the Borrowers sum of (x) the aggregate Available Unused Commitments and (y) the aggregate amount of all unrestricted cash, cash equivalents and Permitted Investments of the Borrower and its Restricted Subsidiaries less (z) the aggregate amount of long-term Indebtedness of the Borrower and its Restricted Subsidiaries (other than the Term Loans) coming due within twelve (12) months, shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; andbe less than $700 million; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) no more than one Auction may be ongoing at any one time; (vii) the aggregate principal amount of all Term Loans purchased pursuant to Sections 2.23 and 2.24 shall not exceed $120 million; and (viii) the Borrower represents and warrants that, at the time of each such Auction, it shall have no material non-public information that has not been previously disclosed to investors or has not otherwise been disseminated to the public in accordance with Regulation FD prior to such time. (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such the respective Auction. Holdings, Lead If the Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the reply amounts Borrower reasonably believes that all required conditions set forth above which are insufficient required to complete be satisfied at the time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to such Auction shall be satisfied, then the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.192.23, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.012.10, 5.02 2.11 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)2.16. (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.23 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.012.10, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings2.11, Lead Borrower or any Restricted Subsidiary contemplated by this Section 2.19 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager2.16, and the Administrative Agent and the Auction Manager shall cooperate in a reasonable manner in connection therewith.2.18 and

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Loan Document, Holdings, Lead each Borrower or any Restricted Subsidiary may, at any time and from time to timetime after the latest to occur of (x) the Closing Date and (y) Successful Syndication (as defined in the Fee Letter), conduct reverse Dutch auctions in order to purchase the Term Loans of a particular Tranche such Borrower (each, an “Auction”) (” and each such Auction to be managed exclusively by the Administrative Agent or any other bank or an investment bank of recognized standing selected by Lead the US Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.17 and Schedule 2.19(a)such other procedures, terms and conditions to be mutually agreed by the Administrative Agent and such Borrower; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead such Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 10,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use Minimum Liquidity exceeds $100,000,000 and immediately after giving effect to the proceeds purchase of any borrowing under the ABL Credit Agreement Term Loans pursuant to finance any such repurchase; andAuction; (v) both before and after giving effect to such respective purchase of Term Loans, Parent shall be in pro forma compliance with the financial covenants set forth in Section 6.18; (vi) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead such Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by such Borrower on the settlement date of the relevant purchase (and may not be resold); (vii) no more than one Auction may be ongoing at any one time for each Tranche of Term Loans; (viii) no more than four Auctions may be effected in any twelve month period (unless a higher number is agreed to by the Administrative Agent); (ix) each Auction shall be open and offered to all Lenders of the relevant Tranche on a pro rata basis; (x) such Borrower represents and warrants that, as of the date of the delivery of each Auction Notice and at the time of purchase of any Term Loans in connection with any Auction, no Loan Party shall have any MNPI that both (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Auction; and (xi) at the time of each purchase of Term Loans through an Auction, such Borrower shall have delivered to the Auction Manager and the Administrative Agent an officer’s certificate of an Responsible Officer of Parent certifying as to compliance with preceding clauses (ii), (iv), (v) and (x) (and containing the calculations (in reasonable detail) required by preceding clauses (iv) and (v)). (b) Holdings, Lead The applicable Borrower or such Restricted Subsidiary under an Auction must terminate an such Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, Lead If a Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement such Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the reply amounts are insufficient to complete time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to the applicable such Auction Manager by Holdingsshall be satisfied, Lead then such Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by a Borrower pursuant to this Section 2.192.17, (x) Holdings, Lead such Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to, but not including (if paid prior to 12:00 Noon the settlement date of such purchase and (y) such purchases (and the payments made therefor by such Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement or otherwise (including, without limitation, the definition of “Excess Cash Flow”, Sections 5.01, 5.02 or 13.06. At 2.05 and Section 2.13) (although the time of purchases par principal amount of Term Loans of the respective Tranche so purchased pursuant to an Auction, the then remaining Scheduled Repayments this Section 2.17 shall be reduced by applied to reduce the aggregate principal amount (taking the face amount thereof) remaining scheduled repayments of such Tranche of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments as set forth in Section 2.07(c) of the applicable Lenders being repaid on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repaymentsbasis). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.17 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.012.05, 5.02 2.13 and 13.06 11.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead a Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.17 shall not constitute Investments by such PersonBorrower)) or any other Credit Loan Document that may otherwise prohibit or conflict with any Auction or any other transaction contemplated by this Section 2.192.17 or result in a Default or an Event of Default as a result of the Auction or purchase of Term Loans pursuant to this Section 2.17. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 Article IX and Section 13.01 11.04 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit DocumentAgreement, Holdingsthe Parent, Lead the Borrower or any Restricted Subsidiary may, of the Parent’s Subsidiaries may at any time and from time to time, conduct time purchase Term Loans by conducting reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent or any other bank or another investment bank of recognized standing selected elected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent in accordance with the Auction Procedures (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) and Schedule 2.19(a); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of the purchase of any Term Loans in connection with any Auction; (iiiii) the minimum maximum principal amount (calculated on the face amount thereof) of all Term Loans that Holdingsthe Parent, Lead the Borrower or such Restricted Subsidiary offers to purchase any of the Parent’s Subsidiaries purchases in any such Auction shall be no less than $2,500,000 1,000,000 and whole increments of $500,000 in excess thereof (unless another amount is agreed to by the Administrative AgentAgent and Auction Manager); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and (viii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdingsthe Parent, Lead the Borrower or such Restricted Subsidiary any of the Parent’s Subsidiaries shall automatically be cancelled and retired by them on the settlement date of the relevant purchase (and may not be resold); (iv) the Borrower shall promptly advise the Administrative Agent of the total amount of all Term Loans so purchased by the Parent, the Borrower or any of the Parent’s Subsidiaries and the Administrative Agent is authorized to make appropriate entries in the Register to reflect such cancellation and retirement; (v) each offer to purchase Term Loans pursuant to this Section 2.14 is made ratably to the Lenders; (vi) proceeds of the Revolving Credit Agreement are not used to purchase Term Loans in any such Auction; and (vii) no more than one Auction may be ongoing at any one time. (b) HoldingsThe Parent, Lead the Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of and the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, Lead Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary Parent’s Subsidiaries shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Parent, the Borrower or any of the Parent’s Subsidiaries pursuant to this Section 2.192.14, (xi) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (yii) such purchases (and the payments made therefor by the Parent, the Borrower or any of the Parent’s Subsidiaries and the cancellation of the purchased Term Loans, in each case case, in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 2.9 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)2.10. (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.14 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (includingincluding Sections 2.8, without limitation2.9, Sections 5.012.10, 5.02 3.1, 11.6, 11.9 and 13.06 (11.10, it being understood and acknowledged that purchases of the Term Loans by Holdingsthe Parent, Lead the Borrower or any Restricted Subsidiary of the Parent’s Subsidiaries contemplated by this Section 2.19 2.14 shall not constitute Investments by such Person)) the Parent, the Borrower or any other Credit Document of the Parent’s Subsidiaries) that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.192.14. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 Article X and Section 13.01 11.13 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdingsthe Borrower and its Subsidiaries (the “Borrower Parties,” and any one of them, Lead a “Borrower or any Restricted Subsidiary Party”) may, at any time and from time to timetime after the Closing Date, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent or any other bank or an investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following in consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions (or, in the case of clause (iv), requirements) are satisfiedsatisfied or waived: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.18, Schedule 2.18 or such other procedures, terms and Schedule 2.19(aconditions or otherwise established by the Borrower and the Auction Manager and consented to by the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and Auction Notice or at the time of purchase of any Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead any Borrower or such Restricted Subsidiary Party offers to purchase in any such Auction shall be no less than $2,500,000 10,000,000 or an integral of $1,000,000 in excess thereof (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement immediately after giving effect to finance any such repurchase; and (v) purchase of Term Loans, the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead a Borrower or such Restricted Subsidiary Party shall automatically and permanently be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold), and in no event shall such Borrower Party be entitled to vote hereunder or under any other Credit Document in connection with such Term Loans; (v) no more than one Auction may be ongoing at any one time; (vi) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager an Officer’s Certificate, signed by an Authorized Officer, certifying as to the compliance with preceding clauses (ii), (v) and (vii); (vii) no proceeds of Revolving Loans or Swingline Loans may be utilized to purchase any Term Loans pursuant to this Section 2.18; and (viii) each Auction shall be open and offered to all Lenders of the relevant Class of Term Loans on a pro rata basis. (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such the respective Auction. Holdings, Lead The Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by a Borrower Party pursuant to this Section 2.192.18, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At 13.06 (although the time of purchases par principal amount of Term Loans of the respective Class so purchased pursuant to an Auction, the then remaining Scheduled Repayments this Section 2.18 shall be reduced by applied to reduce the aggregate principal amount (taking the face amount thereof) remaining scheduled repayments of such tranche of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on of the then remaining principal amount applicable Lenders being repaid in direct order of each such Scheduled Repaymentsmaturity). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.18 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead any Borrower or any Restricted Subsidiary Party contemplated by this Section 2.19 2.18 shall not constitute Investments by such Personthe Borrower or any of its Restricted Subsidiaries)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.192.18. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 generally and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable the Auction Manager to perform its responsibilities and duties in connection therewithwith each Auction. Upon written notice to the Administrative Agent, the Borrower may withdraw its offer for any Auction under this Section 2.18 prior to the completion thereof. (d) Each Lender participating in any Auction hereby acknowledges and agrees that in connection with such Auction, (1) the Borrower Party may have, and later may come into possession of, information regarding the Loans or the Credit Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Auction (such information, the “Excluded Information”), (2) such Lender has independently, without reliance on the Borrower, any of its Subsidiaries, the Auction Manager, the Administrative Agent, the Collateral Trustee, any Arrangers or any of their respective Affiliates, made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of the Borrower, its Subsidiaries, the Auction Manager, the Administrative Agent, the Collateral Trustee, any Arranger or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Borrower, its Subsidiaries, the Auction Manager, the Administrative Agent, the Collateral Trustee, any Arrangers and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Auction further acknowledges that the Excluded Information may not be available to the Auction Manager, the Administrative Agent, the Collateral Trustee, the Arrangers or the other Lenders.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Loan Document, Holdings, Lead each Borrower or any Restricted Subsidiary may, at any time and from time to timetime after the latest to occur of (x) the Closing Date and (y) Successful Syndication (as defined in the Fee Letter), conduct reverse Dutch auctions in order to purchase the Term Loans of a particular Tranche such Borrower (each, an “Auction”) (” and each such Auction to be managed exclusively by the Administrative Agent or any other bank or an investment bank of recognized standing selected by Lead the US Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.17 and Schedule 2.19(a)such other procedures, terms and conditions to be mutually agreed by the Administrative Agent and such Borrower; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead such Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 10,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use Minimum Liquidity exceeds $100,000,000 and immediately after giving effect to the proceeds purchase of any borrowing under the ABL Credit Agreement Term Loans pursuant to finance any such repurchase; andAuction; (v) both before and after giving effect to such respective purchase of Term Loans, Parent shall be in pro forma compliance with the financial covenants set forth in Section 6.18; (vi) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead such Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by such Borrower on the settlement date of the relevant purchase (and may not be resold).; (bvii) Holdings, Lead Borrower or such Restricted Subsidiary must terminate an no more than one Auction if it fails may be ongoing at any one time for each Tranche of Term Loans; (viii) no more than four Auctions may be effected in any twelve month period (unless a higher number is agreed to satisfy one or more by the Administrative Agent); (ix) each Auction shall be open and offered to all Lenders of the conditions set forth above which are required to be met relevant Tranche on a pro rata basis; (x) such Borrower represents and warrants that, as of the date of the delivery of each Auction Notice and at the time which otherwise would have been the time of purchase of any Term Loans pursuant to such in connection with any Auction. Holdings, Lead Borrower or such Restricted Subsidiary may withdraw no Loan Party shall have any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated MNPI that both (A) has not been previously disclosed in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made pursuant to this Section 2.19, (x) Holdings, Lead Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent (other than because such Lender does not wish to the Auctions receive such MNPI) prior to such time and the other transactions contemplated by this Section 2.19 (provided that no Lender shall B) could reasonably be expected to have an obligation a material effect upon, or otherwise be material to, a Lender’s decision to participate in any such Auctionsthe Auction; and (xi) and hereby waive at the requirements time of any provision each purchase of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdingsthrough an Auction, Lead such Borrower or any Restricted Subsidiary contemplated by this Section 2.19 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference have delivered to the Auction Manager, Manager and the Administrative Agent an officer’s certificate of an Responsible Officer of Parent certifying as to compliance with preceding clauses (ii), (iv), (v) and (x) (and containing the Auction Manager shall cooperate calculations (in a reasonable manner in connection therewithdetail) required by preceding clauses (iv) and (v)).

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any other Credit Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to timetime after the latest to occur of the Merger Closing Date, the B-1 Conversion Date and the Syndication Date (for this purpose, determined without regard to clause (y) thereof), conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent MS&Co. or any other bank or another investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.14 and Schedule 2.19(a)2.14; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) the minimum maximum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 25,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) after giving effect to any purchase of Term Loans pursuant to this Section 2.14, the Borrowers sum of (x) the Total Unutilized Revolving Loan Commitment and (y) the aggregate amount of all Unrestricted cash and unrestricted Permitted Investments of the Borrower and the other Credit Parties, shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; andbe less than $200,000,000; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) at the time of each purchase of Term Loans through an Auction, (A) Holdings’ corporate rating by S&P shall not be less than BB- (with a stable outlook) and (B) Holdings’ corporate family rating by Xxxxx’x shall not be less than Ba3 (with a stable outlook); (vii) prior to commencing an Auction, the Borrower shall have discussed same with each of S&P and Xxxxx’x and, based upon such discussions, shall reasonably believe that the proposed purchase of Term Loans through such Auction shall not be deemed to be a “distressed exchange”; (viii) at the time of each purchase of Term Loans pursuant to an Auction, neither S&P nor Xxxxx’x shall have announced or communicated to the Borrower that the proposed purchase of Term Loans through such Auction shall be deemed to be a “distressed exchange”; (ix) no more than one Auction may be ongoing at any one time; (x) the aggregate principal amount of all Term Loans purchased pursuant to Sections 2.14 and 2.15 shall not exceed $200,000,000; (xi) the Borrower represents and warrants that no Credit Party shall have any MNPI that both (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Auction; and (xii) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an Authorized Officer certifying as to compliance with preceding clauses (vi) through (viii). (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such the respective Auction. Holdings, Lead If the Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the reply amounts Borrower reasonably believes that all required conditions set forth above which are insufficient required to complete be satisfied at the time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to such Auction shall be satisfied, then the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.192.14, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)14.06. (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.14 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 14.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.14 shall not constitute Investments by such Personthe Borrower)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.192.14. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 13 and Section 13.01 14.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Loan Document, Holdings, Lead the Top Borrower or any Restricted Subsidiary may, at any time and from time to timetime after the Closing Date, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche with respect to any Term Facility (each, an “Auction”) (), each such Auction to be managed exclusively by the Administrative Agent or any other bank or an investment bank of recognized standing selected by Lead the Top Borrower following consultation with (with but not subject to the consent of approval of) the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, capacity (the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.18 and Schedule 2.19(a)2.18; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Top Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 5,000,000 (unless another amount is agreed to by the Administrative Agent)) and the offered purchase price shall be at a discount to par; (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Top Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Top Borrower on the settlement date of the relevant purchase (and may not be resold); (v) no more than one Auction may be ongoing at any one time; (vi) no more than four Auctions may be effected in any twelve month period (unless a higher number is agreed to by the Administrative Agent); (vii) each Auction shall be open and offered to all Lenders under the relevant Term Facility on a pro rata basis and shall be revocable and/or conditional at the Top Borrower’s option; and (viii) at the time of each purchase of Term Loans through an Auction, the Top Borrower shall have delivered to the Auction Manager and the Administrative Agent an officer’s certificate of a Responsible Officer certifying compliance with preceding subsection (ii). (b) Holdings, Lead Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, Lead Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Top Borrower pursuant to this Section 2.192.18, (x) Holdings, Lead the Top Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to, but not including (if paid prior to 12:00 p.m.) the settlement date of such purchase and (y) subject to Section 2.05(f) and the definition of “Incremental Loan Amount”, such purchases (and the payments made therefor by the Top Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At this Agreement (although the time of purchases par principal amount of Term Loans under the respective Facility so purchased pursuant to an Auction, the then remaining Scheduled Repayments this Section 2.18 shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis the remaining scheduled principal payments of the applicable Term Loans in the direct order of maturity (based on or as the then remaining principal amount of each such Scheduled RepaymentsTop Borrower may otherwise direct). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.18 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Top Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.18 shall not constitute Investments by such Person)the Top Borrower) or any other Credit Loan Document that may otherwise prohibit or conflict with any Auction or any other transaction contemplated by this Section 2.192.18 or result in an Event of Default as a result of the Auction or purchase of Term Loans pursuant to this Section 2.18. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 Article IX and Section 13.01 10.04 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to timetime after the Initial Borrowing Date, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (” and each such Auction to be managed exclusively by the Administrative Agent or any other bank or an investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.16 and Schedule 2.19(a)2.16; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 25,000,000 (unless another amount is agreed to by the Administrative Agent)) and the offered purchase price shall be at a discount to par; (iv) the Borrowers Borrower shall not use be in compliance, on a Pro Forma Basis, with Sections 9.08 and 9.09 for the proceeds Calculation Period most recently ended prior to the date of any borrowing under the ABL Credit Agreement respective purchase of Term Loans pursuant to finance any such repurchase; andAuction; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) no more than one Auction may be ongoing at any one time; (vii) no more than three Auctions may be effected in any twelve month period (unless a higher number is agreed to by the Administrative Agent); (viii) each Auction shall be open and offered to all Lenders of the relevant Tranche on a pro rata basis; (ix) the Borrower represents and warrants that, as of the date of the delivery of each Auction Notice and at the time of purchase of any Term Loans in connection with any Auction, no Credit Party shall have any MNPI that both (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (B) would reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Auction; (x) the Minimum Liquidity Condition has been satisfied at such time and immediately after giving effect to the purchase of Term Loans pursuant to such Auction; and (xi) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager and the Administrative Agent an officer’s certificate of an Authorized Officer of the Borrower certifying as to compliance with preceding clauses (ii), (iv), (ix) and (x) (and containing the calculations (in reasonable detail) required by preceding clauses (iv) and (x)). (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such the respective Auction. Holdings, Lead If the Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the reply amounts Borrower reasonably believes that all required conditions set forth above which are insufficient required to complete be satisfied at the time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to such Auction shall be satisfied, then the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.192.16, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to, but not including (if paid prior to 12:00 Noon (New York City time) the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement (including Sections 5.014.01, 5.02 4.02, 12.02 or 13.06. At 12.06) (although the time of purchases par principal amount of Term Loans of the respective Tranche so purchased pursuant to an Auction, this Section 2.16 shall be applied to reduce the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of such Tranche of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments of the applicable Lenders being repaid on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repaymentsbasis). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.16 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.014.01, 5.02 4.02, 12.02 and 13.06 12.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.16 shall not constitute Investments by such Personthe Borrower)) or any other Credit Document that may otherwise prohibit or conflict with any Auction or any other transaction contemplated by this Section 2.192.16 or result in a Default or an Event of Default as a result of the Auction or purchase of Term Loans pursuant to this Section 2.16. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 Sections 11 and Section 13.01 12.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead The Borrower or any Restricted Subsidiary may, at any time and from time to timetime after the Closing Date, conduct reverse Dutch auctions as hereinafter described in order to purchase Term and retire Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent Agent), and such repurchases of Loans will not be deemed to be voluntary or any other bank mandatory payments or investment bank prepayments for purposes of recognized standing selected by Lead Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”))§3.2, so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) §2.12 and Schedule 2.19(a)2.12; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of the offer to, or at the time of the purchase of Term of, any Loans in connection with any AuctionAuction or shall occur as a result of such purchase; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 5,000,000 (or integral multiples of $1,000,000 in excess thereof) (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (v) no more than one Auction may be ongoing at any one time; (vi) each Auction shall be open and offered to all Lenders of the relevant Tranche and the relevant Type on a pro rata basis; and (vii) at the time of each purchase of Loans through an Auction, the Borrower shall have delivered to the Agent an officer’s certificate of an authorized officer certifying as to compliance with this clause (a). (b) Holdings, Lead Each Lender may (but shall have no obligation whatsoever to) participate in any Auction conducted pursuant to this §2.12. (c) The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are in §2.12(a). If the Borrower commences any Auction and if at such time of commencement the Borrower reasonably believes that all required to be met at the time which otherwise would conditions set forth in §2.12(a) have been the time of purchase of Term Loans pursuant to such Auction. Holdingssatisfied, Lead Borrower or such Restricted Subsidiary may withdraw then any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder, provided that the Auction is then terminated. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.19§2.12, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)§3.2 . (cd) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 §2.12 (provided that no Lender shall have an any obligation whatsoever to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 §3.2 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 §2.12 shall not constitute Investments by the Borrower)). (e) Each Lender participating in any Auction hereby acknowledges and agrees that in connection with such PersonAuction, (1) the Borrower may have, and later may come into possession of, information regarding the Loans or the Borrower or its Subsidiaries that is not known to such Lender and that may be material to a decision by such Lender to participate in such Auction (such information, the “Excluded Information”), (2) such Lender has independently, without reliance on the Borrower, any of its Subsidiaries, the Agent or any other Credit Document that may otherwise prohibit any of their respective Affiliates, made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of the Borrower, its Subsidiaries, the Agent or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as of their respective Affiliates shall have any liability to such hereunder shall be entitled Lender, and such Lender hereby waives and releases, to the benefits extent permitted by law, any claims such Lender may have against the Borrower, its Subsidiaries, the Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein Excluded Information. (f) The Borrower agrees to pay to Agent the “Administrative Agent” were a reference to the Agent Auction Manager, and the Administrative Agent and the Auction Manager shall cooperate in a reasonable manner Fee in connection therewithwith each Auction no later than three (3) Business Days after the date the Return Bids submitted by Lenders in connection therewith were due.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, HoldingsHoldings and its Subsidiaries (including the Borrower) (any one of them, Lead a “Borrower or any Restricted Subsidiary Party”) may, at any time and from time to timetime after the Closing Date, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent or any other an investment bank or investment bank other financial institution of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions (or, in the case of clause (iv), requirements) are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.18, Schedule 2.18 or such other procedures, terms and Schedule 2.19(aconditions or otherwise established by the Borrower and the Auction Manager and consented to by the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery by the Borrower to the Administrative Agent of each auction written notice of an Auction and at the time of purchase of any Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead any Borrower or such Restricted Subsidiary Party offers to purchase in any such Auction shall be no less than $2,500,000 5,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement immediately after giving effect to finance any such repurchase; and (v) purchase of Term Loans, the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead a Borrower or such Restricted Subsidiary Party shall automatically and permanently be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold).; (v) no more than one Auction may be ongoing at any one time; (vi) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager and the Administrative Agent an officer’s certificate, signed by an Authorized Officer, certifying as to the compliance with clauses (ii), (iv) and (ix) of this Section 2.18; (vii) no proceeds of borrowings under the ABL Facility may be utilized to purchase any Term Loans pursuant to this Section 2.18; (viii) each Auction shall be open and offered to all Lenders of the relevant Class of Term Loans on a pro rata basis; and (ix) after giving effect to any purchase of Term Loans pursuant to this Section 2.18, the sum of (a) borrowings then available under the ABL Facility and (b) the aggregate amount of all Unrestricted cash and Unrestricted Cash Equivalents of the Borrower and its Subsidiaries shall not be less than $5,000,000. Table of Contents (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such the respective Auction. Holdings, Lead The Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by a Borrower Party pursuant to this Section 2.192.18, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections Section 5.01, 5.02 or 13.06. At 13.06 (although the time of purchases par principal amount of Term Loans of the respective Class so purchased pursuant to an Auction, this Section 2.18 shall be applied to reduce the then remaining Scheduled Initial Term Loan Repayments shall be reduced by the aggregate principal amount (taking the face amount thereofor other comparable schedule of required prepayments, as applicable) of such tranche of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments of the applicable Lenders being repaid on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repaymentsratable basis). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.18 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, including Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead any Borrower or any Restricted Subsidiary Party contemplated by this Section 2.19 2.18 shall not constitute Investments by such Personthe Borrower or any of its Restricted Subsidiaries)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.192.18. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 generally and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable the Auction Manager to perform its responsibilities and duties in connection therewithwith each Auction. Upon written notice to the Administrative Agent, the Borrower may withdraw its offer for any Auction under this Section 2.18 prior to the completion thereof. (d) Each Lender participating in any Auction hereby acknowledges and agrees that in connection with such Auction, (1) the Borrower Party may have, and later may come into possession of, information regarding the Loans or the Credit Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Auction (such information, the “Excluded Information”), (2) such Lender has independently, without reliance on Holdings, any of its Subsidiaries, the Administrative Agent, any Arrangers or any of their respective Affiliates, made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and Table of Contents

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to timetime after the latest to occur of the Merger Closing Date, the B-1 Conversion Date and the Syndication Date (for this purpose, determined without regard to clause (y) thereof), conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent MS&Co. or any other bank or another investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.14 and Schedule 2.19(a)2.14; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) the minimum maximum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 25,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) after giving effect to any purchase of Term Loans pursuant to this Section 2.14, the Borrowers sum of (x) the Total Unutilized Revolving Loan Commitment and (y) the aggregate amount of all Unrestricted cash and unrestricted Permitted Investments of the Borrower and the other Credit Parties, shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; andbe less than $200,000,000; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) at the time of each purchase of Term Loans through an Auction, (A) Holdings’ corporate rating by S&P shall not be less than BB- (with a stable outlook) and (B) Holdings’ corporate family rating by Xxxxx’x shall not be less than Ba3 (with a stable outlook); (vii) prior to commencing an Auction, the Borrower shall have discussed same with each of S&P and Xxxxx’x and, based upon such discussions, shall reasonably believe that the proposed purchase of Term Loans through such Auction shall not be deemed to be a “distressed exchange”; (viii) at the time of each purchase of Term Loans pursuant to an Auction, neither S&P nor Xxxxx’x shall have announced or communicated to the Borrower that the proposed purchase of Term Loans through such Auction shall be deemed to be a “distressed exchange”; (ix) no more than one Auction may be ongoing at any one time; (x) the aggregate principal amount of all Term Loans purchased pursuant to Sections 2.14 and 2.15 shall not exceed $200,000,000; (xi) the Borrower represents and warrants that no Credit Party shall have any MNPI that both (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Auction; and (xii) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an Authorized Officer certifying as to compliance with preceding clauses (vi) through (viii). (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such the respective Auction. Holdings, Lead If the Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the reply amounts Borrower reasonably believes that all required conditions set forth above which are insufficient required to complete be satisfied at the time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to such Auction shall be satisfied, then the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.192.14, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)14.06. (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.14 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 14.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.14 shall not constitute Investments by such Personthe Borrower)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.192.14. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 13 and Section 13.01 14.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to time, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent Bank of America, N.A. (or any other bank an affiliate of Bank of America, N.A.) or another investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) and Schedule 2.19(a); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of purchase of Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 10,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and[reserved]; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) no more than one Auction may be ongoing at any one time; (vii) the Borrower shall make the No Undisclosed Information Representation; and (viii) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (ii) and (vii). (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, Lead Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made pursuant to this Section 2.19, (x) Holdings, Lead Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead Borrower or any Restricted Subsidiary contemplated by this Section 2.19 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and the Auction Manager shall cooperate in a reasonable manner in connection therewith.of

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdingsthe Lead Borrower, Lead Borrower or any Restricted Subsidiary on behalf of the other Borrowers, may, at any time and from time to time, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent or any other bank or another investment bank of recognized standing selected by the Lead Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”); provided that the Administrative Agent shall have no obligation to act as the Auction Manager), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) and Schedule 2.19(a); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of purchase of Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, the Lead Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers Lead Borrower shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Lead Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Lead Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) no more than one Auction may be ongoing at any one time; (vii) the Lead Borrower shall make the No Undisclosed Information Representation; and (viii) at the time of each purchase of Term Loans through an Auction, the Lead Borrower shall have delivered to the Auction Manager an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (ii), (iv) and (vii). (b) Holdings, The Lead Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, If the Lead Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Auction have in fact been satisfied), and if at such time of commencement the reply amounts Lead Borrower believes in good faith that all required conditions set forth above which are insufficient required to complete be satisfied at the time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to such Auction shall be satisfied, then the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Lead Borrower pursuant to this Section 2.19, (x) Holdings, the Lead Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Lead Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments set forth in Section 5.02(a)(i) shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Lead Borrower or any Restricted Subsidiary contemplated by this Section 2.19 shall not constitute Investments by such Personthe Lead Borrower)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Loan Document, Holdings, Lead Borrower or any Restricted Subsidiary Affiliate of Borrower (other than Parent or any of its other Subsidiaries) may, at any time and from time to timetime after the Closing Date, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (” and each such Auction to be managed exclusively by the Administrative Agent or any other bank or an investment bank of recognized standing selected by Lead Borrower (with the consent of the Administrative Agent or such other bank or investment bank) Affiliate following consultation with the Administrative Agent (Agent, in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.15 and Schedule 2.19(a)2.15; (ii) except in connection with Term Loans purchased by an Affiliate of Borrower in any Auction, no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead Borrower or such Restricted Subsidiary Affiliate offers to purchase in any such Auction shall be no less than $2,500,000 25,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and[reserved]; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead Borrower or such Restricted Subsidiary Affiliate shall automatically be cancelled and retired by Borrower or such Affiliate on the settlement date of the relevant purchase (and may not be resold); (vi) no more than one Auction may be ongoing at any one time; (vii) no more than five Auctions may be effected in any twelve month period (unless a higher number is agreed to by Agent); (viii) each Auction shall be open and offered to all Lenders of the relevant Tranche of Term Loans on a pro rata basis; (ix) Borrower or such Affiliate represents and warrants that, as of the date of the delivery of each Auction Notice and at the time of purchase of any Term Loans in connection with any Auction, no Loan Party or such Affiliate (as applicable) shall have any MNPI that both (A) has not been previously disclosed in writing to Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (B) would reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Auction and the Affiliate Assignment and Acceptance pursuant to which such Term Loans are to be purchased shall contain a representation and warranty by such Loan Party or Affiliate (as applicable) that such Loan Party or Affiliate does not have any such MNPI or if Borrower or such Affiliate is unable to make such representation, all parties to the relevant transaction shall render customary “big boy” disclaimer letters; (x) except in connection with Term Loans purchased by an Affiliate of Borrower in any Auction, the Minimum Liquidity Condition has been satisfied at such time and immediately after giving effect to the purchase of Term Loans pursuant to such Auction; (xi) [reserved]; and (xii) at the time of each purchase of Term Loans through an Auction, Borrower and, in the case of any purchase of Term Loans by an Affiliate of Borrower in any Auction, such Affiliate shall have delivered to the Auction Manager and Agent an officer’s certificate of an Authorized Person of Borrower and (if applicable) such Affiliate certifying as to compliance with (to the extent that such compliance is required by) preceding clauses (ii), (v), (x) and (xi) and containing the calculations (in reasonable detail) required by preceding clauses (iv) and (x). (b) Holdings, Lead Borrower or such Restricted Subsidiary the applicable Affiliate of Borrower must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such the respective Auction. HoldingsIf Borrower or the applicable Affiliate of Borrower commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), Lead and if at such time of commencement Borrower or such Restricted Subsidiary may withdraw any Auction if Affiliate reasonably believes that all required conditions set forth above which are required to be satisfied at the reply amounts are insufficient to complete time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to the applicable such Auction Manager by Holdingsshall be satisfied, Lead then Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary Affiliate shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by Borrower or the applicable Affiliate of Borrower pursuant to this Section 2.192.15, (x) Holdings, Lead Borrower or such Restricted Subsidiary Affiliate shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to, but not including (if paid prior to 2:00 p.m. (New York City time)) the settlement date of such purchase and (y) such purchases (and the payments made therefor by Borrower or such Affiliate and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At this Agreement (although the time of purchases par principal amount of Term Loans of the respective Tranche so purchased pursuant to an Auction, the then remaining Scheduled Repayments this Section 2.15 shall be reduced by applied to reduce the aggregate principal amount (taking the face amount thereof) remaining scheduled repayments of such Tranche of Term Loans repurchased pursuant to such Auctionof the applicable Lenders being repaid in inverse order of maturity (for the avoidance of doubt, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based any amount that is due and payable on the then remaining principal amount respective Term Loan Maturity Date for such Tranche of each such Scheduled RepaymentsTerm Loans shall constitute a scheduled repayment)). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.15 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.15 shall not constitute Investments by such Person)Borrower) or any other Credit Loan Document that may otherwise prohibit or conflict with any Auction or any other transaction contemplated by this Section 2.192.15 or result in a Default or an Event of Default as a result of the Auction or purchase of Term Loans pursuant to this Section 2.15. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 Sections 10.3 and Section 13.01 15 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to time, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent DBNY or any other bank or another investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) and Schedule 2.19(a); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of purchase of Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers Borrower shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) no more than one Auction may be ongoing at any one time; (vii) the Borrower shall make the No Undisclosed Information Representation; and (viii) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (ii), (iv) and (vii). (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, Lead If the Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Auction have in fact been satisfied), and if at such time of commencement the reply amounts Borrower believes in good faith that all required conditions set forth above which are insufficient required to complete be satisfied at the time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to such Auction shall be satisfied, then the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.19, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 shall not constitute Investments by such Personthe Borrower)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and the Auction Manager shall cooperate in a reasonable manner in connection therewith.Section

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to timetime after the after the occurrence of the Restatement Effective Date, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (” and each such Auction to be managed exclusively by the Administrative Agent or any other bank or an investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.18 and Schedule 2.19(a)XIII; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 10,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use Minimum Liquidity Condition has been satisfied at such time and immediately after giving effect to the proceeds purchase of any borrowing under the ABL Credit Agreement Term Loans pursuant to finance any such repurchase; andAuction; (v) the Borrower shall be in compliance, on a Pro Forma Basis, with the Financial Covenant for the Calculation Period most recently ended prior to the date of the respective purchase of Term Loans pursuant to such Auction; (vi) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (vii) no more than one Auction may be ongoing at any one time; (viii) no more than three Auctions may be effected in any twelve month period (unless a higher number is agreed to by the Administrative Agent); (ix) each Auction shall be open and offered to all Lenders of the relevant Tranche on a pro rata basis; (x) the Borrower represents and warrants that, as of the date of the delivery of each Auction Notice and at the time of purchase of any Term Loans in connection with any Auction, no Credit Party shall have any MNPI that both (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Auction; and (xi) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager and the Administrative Agent an officer’s certificate of an Authorized Officer of the Borrower certifying as to compliance with preceding clauses (ii), (iv), (v) and (x) (and containing the calculations (in reasonable detail) required by preceding clauses (iv) and (v)). (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such the respective Auction. Holdings, Lead If the Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the reply amounts Borrower reasonably believes that all required conditions set forth above which are insufficient required to complete be satisfied at the time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to such Auction shall be satisfied, then the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.192.18, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to, but not including (if paid prior to 12:00 Noon (New York City time) the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement (including Sections 5.01, 5.02 or 13.06. At ) (although the time of purchases par principal amount of Term Loans of the respective Tranche so purchased pursuant to an Auction, this Section 2.18 shall be applied to reduce the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of such Tranche of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments of the applicable Lenders being repaid on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repaymentsbasis). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.18 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.18 shall not constitute Investments by such Personthe Borrower)) or any other Credit Document that may otherwise prohibit or conflict with any Auction or any other transaction contemplated by this Section 2.192.18 or result in a Default or an Event of Default as a result of the Auction or purchase of Term Loans pursuant to this Section 2.18. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit DocumentAgreement, Holdings, Lead the Borrower or any Restricted Subsidiary may, may at any time and from time to time, time conduct reverse Dutch auctions in order to purchase Term B Loans of a particular Tranche under any Class (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent or any other bank or another investment bank of recognized standing selected elected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.23 and Schedule 2.19(a)the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of any Term B Loans in connection with any Auction, and the Borrower shall have delivered to the Administrative Agent and Auction Manager a certificate signed by a Responsible Officer of the Borrower confirming compliance with this clause (ii); (iii) the minimum maximum principal amount (calculated on the face amount thereof) of all Term B Loans from a particular Class that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 1 million and whole increments of $500,000 in excess thereof (unless another amount is agreed to by the Administrative AgentAgent and Auction Manager); (iv) after giving effect to any purchase of Term B Loans pursuant to this Section 2.23, the Borrowers sum of (x) the aggregate Available Unused Commitments and (y) the aggregate amount of all unrestricted cash, cash equivalents and Permitted Investments of the Borrower and its Restricted Subsidiaries less (z) the aggregate amount of long-term Indebtedness of the Borrower and its Restricted Subsidiaries (other than the Term B Loans) coming due within twelve (12) months, shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; andbe less than $700 million; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term B Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) no more than one Auction may be ongoing at any one time; (vii) the aggregate principal amount of all Term B Loans purchased pursuant to Sections 2.23 and 2.24 shall not exceed $120 million; and (viii) the Borrower represents and warrants that, at the time of each such Auction, it shall have no material non-public information that has not been previously disclosed to investors or has not otherwise been disseminated to the public in accordance with Regulation FD prior to such time. (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term B Loans pursuant to the respective Auction. If the Borrower commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the purchase of Term B Loans pursuant to such Auction. HoldingsAuction shall be satisfied, Lead then the Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term B Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term B Loans made by the Borrower pursuant to this Section 2.192.23, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term B Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term B Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.012.10, 5.02 2.11 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)2.16. (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.23 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.012.10, 5.02 2.11, 2.16, 2.18 and 13.06 (9.04, it being understood and acknowledged that purchases of the Term B Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.23 shall not constitute Investments by such Person)the Borrower) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.192.23. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 Article VIII and Section 13.01 9.05 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to time, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent DBNY or any other bank or another investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a2.18(a) and Schedule 2.19(a2.18(a); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of purchase of Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and (viv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such any Restricted Subsidiary shall automatically be cancelled and retired by Holdings, the Borrower or any Restricted Subsidiary on the settlement date of the relevant purchase (and may not be resold).; (b) Holdings, Lead the Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, Lead the Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead the Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made pursuant to this Section 2.192.18, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 5.01 or 13.065.02. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.18 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.10, 5.01, and 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by the Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.18 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.192.18. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and the Auction Manager shall cooperate in a reasonable manner in connection therewith. (d) In no event shall the Sponsor, Holdings, the Borrower or any of their respective Affiliates or Subsidiaries be required to make any representations regarding any absence of material non-public information with respect to the business of Holdings, the Borrower and its Subsidiaries in connection with any Auction. The Sponsor, Holdings, the Borrower or any of their respective Affiliates or Subsidiaries shall identify itself as a Credit Party or Affiliate thereof, as applicable, in the Assignment and Assumption Agreement with any Lender participating in such Auction, and any Lender participating in any Auction shall waive any potential claims arising from the Sponsor, Holdings, the Borrower or any of their respective Affiliates or Subsidiaries being in possession of undisclosed information that may be material to a Lender’s decision to participate.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Loan Document, Holdings, Lead Borrower or any Restricted Subsidiary the Borrowers may, at any time and from time to timetime after the Closing Date, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent or any other bank or another investment bank of recognized standing selected by Lead Borrower (with the consent of the Administrative Agent or such other bank or investment bank) Borrowers following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.27 and Schedule 2.19(a2.27(a); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of the Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead Borrower or such Restricted Subsidiary offers the Borrowers offer to purchase in any such Auction shall be no less than $2,500,000 5,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead Borrower or such Restricted Subsidiary the Borrowers shall automatically be cancelled and retired by the Borrowers on the settlement date of the relevant purchase (and may not be resold); (v) no more than one Auction may be ongoing at any one time; and (vi) at the time of each purchase of Term Loans through an Auction, the Borrowers shall have delivered to the Auction Manager an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (ii) and (iii). (b) Holdings, Lead Borrower or such Restricted Subsidiary The Borrowers must terminate an Auction if it fails they fail to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans, pursuant to the Auction. If the Borrowers commence any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the Borrowers believe in good faith that all required conditions set forth above which are required to be satisfied at the time of the purchase of Term Loans pursuant to such Auction. HoldingsAuction shall be satisfied, Lead Borrower or such Restricted Subsidiary may withdraw any Auction if then the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary Borrowers shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrowers pursuant to this Section 2.192.27, (x) Holdings, Lead Borrower or such Restricted Subsidiary the Borrowers shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrowers and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 Section 2.18 or 13.0610.7. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments scheduled repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, Auction with such reduction to be applied to such Scheduled Repayments repayments on a pro rata basis (based on the then then-remaining principal amount of each such Scheduled Repaymentsrepayment). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.27 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.012.11, 5.02 and 13.06 2.12, 2.18 or 10.7 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead Borrower or any Restricted Subsidiary the Borrowers contemplated by this Section 2.19 2.27 shall not constitute Investments by such Personthe Borrowers)) or any other Credit Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.192.27. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 9 and Section 13.01 10.5 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit DocumentAgreement, Holdings, Lead the Borrower or any Restricted Subsidiary may, may at any time and from time to time, time conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent X.X. Xxxxxx Securities LLC or any other bank or another investment bank of recognized standing selected elected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) and Schedule 2.19(a)2.18 the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of any Term Loans in connection with any Auction, and the Borrower shall have delivered to the Administrative Agent a certificate signed by an officer of the Borrower confirming compliance with this sub-section (ii); (iii) the minimum maximum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 15,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) after giving effect to any purchase of Term Loans pursuant to this Section 2.18, the Borrowers sum of (x) the unutilized Total Revolving Commitments and (y) the aggregate amount of all unrestricted cash and Temporary Cash Investments of the Borrower and its Consolidated Subsidiaries less (z) the aggregate amount of long-term Debt of the Borrower and its Consolidated Subsidiaries (other than the Term Loans) coming due within twelve months, shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; andbe less than $250,000,000; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) no more than one Auction may be ongoing at any one time; (vii) the aggregate principal amount of all Term Loans purchased pursuant to Section 2.18 and Section 2.19 shall not exceed $250,000,000; and (viii) the Borrower represents and warrants that it shall have no material non-public information (“MNPI”) that both (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Auction. (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such the respective Auction. Holdings, Lead If the Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the reply amounts Borrower reasonably believes that all required conditions set forth above which are insufficient required to complete be satisfied at the time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to such Auction shall be satisfied, then the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.192.18, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01Section 2.06, 5.02 Section 2.09 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)Section 2.14. (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.18 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01Section 2.06, 5.02 Section 2.09, Section 2.14, Section 9.05, Section 9.06 and 13.06 Section 9.08 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.18 shall not constitute Investments by such Personthe Borrower)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.192.18. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 Article 7 and Section 13.01 9.04 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Loan Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to time, may conduct reverse Dutch auctions from time to time in order to purchase First Priority Term Loans of a any particular Tranche tranche(s) (as determined by the Borrower in its sole discretion) (each, an “Auction”) during the period commencing on the First Amendment Effective Date and ending on the 18-month anniversary of the First Amendment Effective Date (each such Auction to be managed exclusively by the Administrative Agent Xxxxxxx Xxxxx Lending Partners LLC or any other another investment bank or investment commercial bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: : (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.29 and Schedule 2.19(a); Exhibit O, (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of purchase of Term Loans Auction Notice in connection with any Auction; , (iii) the minimum aggregate principal amount (calculated on the face amount thereof) of outstanding First Priority Term Loans repurchased by the Borrower through all Auctions shall not exceed $500,000,000, (iv) the maximum principal amount (calculated on the face amount thereof) of each and all tranches of First Priority Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 50,000,000 (unless another amount is agreed across all such tranches) or an integral multiple of $1,000,000 in excess thereof, (v) after giving effect to by any purchase of First Priority Term Loans of the Administrative Agent); applicable tranche or tranches pursuant to this Section 2.29, (ivx) Minimum Liquidity shall not be less than $250,000,000 and (y) the Borrowers aggregate amount of all Unrestricted cash and Unrestricted Cash Equivalents of the Borrower and the Restricted Subsidiaries shall not use equal or exceed the proceeds aggregate principal amount of any borrowing under the ABL Credit Agreement to finance any such repurchase; and all Revolving Loans and Swingline Loans then outstanding, (vvi) the aggregate principal amount (calculated on the face amount thereof) of all First Priority Term Loans of the applicable tranche or tranches so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold). , (bvii) Holdingsthe purchase price of each First Priority Term Loan repurchased by the Borrower through any Auction shall reflect a discount to par of at least 5%, Lead (viii) at the time of each purchase of First Priority Term Loans through an Auction, (A) the Borrower’s corporate rating by S&P shall not be less than B (with a stable outlook) and (B) the Borrower’s corporate family rating by Xxxxx’x shall not be less than B2 (with a stable outlook), (ix) prior to commencing an Auction, the Borrower shall have discussed same with each of S&P and Xxxxx’x and, based upon such discussions, shall reasonably believe that the proposed purchase of First Priority Term Loans through such Auction shall not be deemed to be a “distressed exchange”, (x) at the time of each purchase of First Priority Term Loans pursuant to an Auction, neither S&P nor Xxxxx’x shall have announced or communicated to the Borrower that the proposed purchase of First Priority Term Loans through such Restricted Subsidiary Auction shall be deemed to be a “distressed exchange” and (xi) at the time of each purchase of First Priority Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (viii) through (x). The Borrower must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of First Priority Term Loans pursuant to the respective Auction. If the Borrower commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the purchase of First Priority Term Loans pursuant to such Auction. HoldingsAuction shall be satisfied, Lead then the Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of First Priority Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of First Priority Term Loans of the applicable tranche or tranches made by the Borrower pursuant to this Section 2.192.29, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documentsOffer Documents), if any, on the purchased First Priority Term Loans of the applicable tranche or tranches up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01Section 2.15, 5.02 2.16 or 13.062.24(c). At Each First Priority Term Lender acknowledges and agrees that in connection with each Auction, (i) the Borrower may purchase or acquire First Priority Term Loans hereunder from First Priority Term Lenders from time to time, subject to this Section 2.29, (ii) the Borrower then may have, and later may come into possession of, information regarding the First Priority Term Loans or the Loan Parties hereunder that is not known to such First Priority Term Lender and that may be material to a decision by such First Priority Term Lender to enter into an assignment of purchases such First Priority Term Loans hereunder (“Excluded Information”), (iii) such First Priority Term Lender has independently and without reliance on the Borrower or any of its Subsidiaries made such First Priority Term Lender’s own analysis and determined to enter into an assignment of such First Priority Term Loans and to consummate the transactions contemplated thereby notwithstanding such First Priority Term Lender’s lack of knowledge of the Excluded Information and (iv) the Borrower and its Subsidiaries shall have no liability to such First Priority Term Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such First Priority Term Lender may have against the Borrower and its Subsidiaries, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each First Priority Term Lender further acknowledges that the Excluded Information may not be available to the Administrative Agent, the Auction Manager or the other First Priority Term Lenders hereunder. Each First Priority Term Lender which tenders (or does not tender) First Priority Term Loans pursuant to an AuctionAuction agrees to the provisions of the two preceding sentences, the then remaining Scheduled Repayments and agrees that they shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auctioncontrol, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) notwithstanding any inconsistent provision hereof or in any Assignment and Acceptance. The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 (provided that no Lender shall have an obligation to participate in any such Auctions) 2.29 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.012.15, 5.02 2.16, 2.19, 2.24(c) and 13.06 9.7(a)) (it being understood and acknowledged that purchases of the First Priority Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.29 shall not constitute Investments by such Person)the Borrower) or any other Credit Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.192.29. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 8 and Section 13.01 9.5 mutatis mutandis as if each reference therein to the “Administrative Agent” or an “Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to timetime after the occurrence of the Initial Borrowing Date, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (” and each such Auction to be managed exclusively by the Administrative Agent or any other bank or an investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (Agent, such investment bank in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.17 and Schedule 2.19(a)XII; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 25,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use Minimum Liquidity Condition has been satisfied at such time and immediately after giving effect to the proceeds purchase of any borrowing under the ABL Credit Agreement Term Loans pursuant to finance any such repurchase; andAuction; (v) the Borrower shall be in compliance, on a Pro Forma Basis, with the financial covenants in Section 10.07 for the Calculation Period most recently ended on or prior to the date of the respective purchase of Term Loans pursuant to such Auction; (vi) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (vii) no more than one Auction may be ongoing at any one time; (viii) no more than three Auctions may be effected in any twelve month period unless otherwise agreed by the Administrative Agent; (ix) each Auction shall be open and offered to all Lenders of the relevant Tranche of Term Loans on a pro rata basis; (x) the Borrower represents and warrants that, as of the date of the delivery of each Auction Notice and at the time of purchase of any Term Loans in connection with any Auction, no Credit Party shall have any MNPI that both (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Auction; and (xi) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager and the Administrative Agent an officer’s certificate of an Authorized Officer of the Borrower certifying as to compliance with preceding clauses (ii), (iv), (v) and (x) (and containing the calculations (in reasonable detail) required by preceding clauses (iv) and (v)). (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such the respective Auction. Holdings, Lead If the Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the reply amounts Borrower reasonably believes that all required conditions set forth above which are insufficient required to complete be satisfied at the time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to such Auction shall be satisfied, then the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.192.17, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At 13.06 (although the time of purchases par principal amount of Term Loans of the respective Tranche so purchased pursuant to an Auction, this Section 2.17 shall be applied to reduce the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of such Tranche of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on of the then remaining principal amount applicable Lenders being repaid in inverse order of each such Scheduled Repaymentsmaturity). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.17 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.17 shall not constitute Investments by such Personthe Borrower)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.192.17. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead The Borrower or any Restricted Subsidiary may, at any time and from time to timetime after the Closing Date, conduct reverse Dutch auctions as hereinafter described in order to purchase Term and retire Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent Agent), and such repurchases of Loans will not be deemed to be voluntary or any other bank mandatory payments or investment bank prepayments for purposes of recognized standing selected by Lead Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”))§3.2, so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) §2.12 and Schedule 2.19(a)2.12; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of the offer to, or at the time of the purchase of Term of, any Loans in connection with any AuctionAuction or shall occur as a result of such purchase; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 5,000,000 (or integral multiples of $1,000,000 in excess thereof) (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (v) no more than one Auction may be ongoing at any one time; (vi) each Auction shall be open and offered to all Lenders of the relevant Tranche and the relevant Type on a pro rata basis; and (vii) at the time of each purchase of Loans through an Auction, the Borrower shall have delivered to the Agent an officer’s certificate of an authorized officer certifying as to compliance with this clause (a). (b) Holdings, Lead Each Lender may (but shall have no obligation whatsoever to) participate in any Auction conducted pursuant to this §2.12. (c) The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are in §2.12(a). If the Borrower commences any Auction and if at such time of commencement the Borrower reasonably believes that all required to be met at the time which otherwise would conditions set forth in §2.12(a) have been the time of purchase of Term Loans pursuant to such Auction. Holdingssatisfied, Lead Borrower or such Restricted Subsidiary may withdraw then any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder, provided that the Auction is then terminated. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.19§2.12, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)§3.2. (cd) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 §2.12 (provided that no Lender shall have an any obligation whatsoever to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 §3.2 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 §2.12 shall not constitute Investments by the Borrower)). (e) Each Lender participating in any Auction hereby acknowledges and agrees that in connection with such PersonAuction, (1) the Borrower may have, and later may come into possession of, information regarding the Loans or the Borrower or its Subsidiaries that is not known to such Lender and that may be material to a decision by such Lender to participate in such Auction (such information, the “Excluded Information”), (2) such Lender has independently, without reliance on the Borrower, any of its Subsidiaries, the Agent or any other Credit Document that may otherwise prohibit any of their respective Affiliates, made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of the Borrower, its Subsidiaries, the Agent or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as of their respective Affiliates shall have any liability to such hereunder shall be entitled Lender, and such Lender hereby waives and releases, to the benefits extent permitted by law, any claims such Lender may have against the Borrower, its Subsidiaries, the Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein Excluded Information. (f) The Borrower agrees to pay to Agent the “Administrative Agent” were a reference to the Agent Auction Manager, and the Administrative Agent and the Auction Manager shall cooperate in a reasonable manner Fee in connection therewithwith each Auction no later than three (3) Business Days after the date the Return Bids submitted by Lenders in connection therewith were due.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Loan Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to timetime after the Closing Date, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche with respect to any Term Facility (each, an “Auction”) (), each such Auction to be managed exclusively by the Administrative Agent or any other bank or an investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, capacity (the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.16 and Schedule 2.19(a)2.16; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 25,000,000 (unless another amount is agreed to by the Administrative Agent)) and the offered purchase price shall be at a discount to par; (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (v) each Auction shall be open and offered to all Lenders of the relevant Term Facility on a pro rata basis and shall be revocable and/or conditional at the Borrower’s option; (vi) no proceeds of any Revolving Facility shall be used to effect such purchase of Term Loans; and (vii) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager and the Administrative Agent an officer’s certificate of a Responsible Officer certifying compliance with preceding clause (ii). (b) Holdings, Lead Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, Lead Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.192.16, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans Loan up to, but not including (if paid prior to 12:00 p.m.) the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement (including Sections 5.012.04(a), 5.02 or 13.06. At 2.04(b), 2.12 and 11.03) (although the time of purchases par principal amount of Term Loans of the respective Class so purchased pursuant to an Auction, the then remaining Scheduled Repayments this Section 2.16 shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to reduce the remaining scheduled amortization payments with respect to such Scheduled Repayments Term Facility of the applicable Lenders being repaid on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repaymentsbasis). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.16 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.012.04(a), 5.02 2.04(b), 2.12 and 13.06 11.03 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.16 shall not constitute Investments by such Personthe Borrower)) or any other Credit Loan Document that may otherwise prohibit or conflict with any Auction or any other transaction contemplated by this Section 2.192.16 or result in an Event of Default as a result of the Auction or purchase of Term Loans pursuant to this Section 2.16. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 Article X and Section 13.01 11.04 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Loan Document, Holdings, Lead Borrower or any Restricted Subsidiary Affiliate of Borrower (other than Intermediate Holdings, Parent or any of its other Subsidiaries) may, at any time and from time to timetime after the Closing Date, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (” and each such Auction to be managed exclusively by the Administrative Agent or any other bank or an investment bank of recognized standing selected by Lead Borrower (with the consent of the Administrative Agent or such other bank or investment bank) Affiliate following consultation with the Administrative Agent (Agent, in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.15 and Schedule 2.19(a)2.15; (ii) except in connection with Term Loans purchased by an Affiliate of Borrower in any Auction, no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead Borrower or such Restricted Subsidiary Affiliate offers to purchase in any such Auction shall be no less than $2,500,000 25,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and[reserved]; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead Borrower or such Restricted Subsidiary Affiliate shall automatically be cancelled and retired by Borrower or such Affiliate on the settlement date of the relevant purchase (and may not be resold); (vi) no more than one Auction may be ongoing at any one time; (vii) no more than five Auctions may be effected in any twelve month period (unless a higher number is agreed to by Agent); (viii) each Auction shall be open and offered to all Lenders of the relevant Tranche of Term Loans on a pro rata basis; (ix) Borrower or such Affiliate represents and warrants that, as of the date of the delivery of each Auction Notice and at the time of purchase of any Term Loans in connection with any Auction, no Loan Party or such Affiliate (as applicable) shall have any MNPI that both (A) has not been previously disclosed in writing to Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (B) would reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Auction and the Affiliate Assignment and Acceptance pursuant to which such Term Loans are to be purchased shall contain a representation and warranty by such Loan Party or Affiliate (as applicable) that such Loan Party or Affiliate does not have any such MNPI or if Borrower or such Affiliate is unable to make such representation, all parties to the relevant transaction shall render customary “big boy” disclaimer letters; (x) except in connection with Term Loans purchased by an Affiliate of Borrower in any Auction, the Minimum Liquidity Condition has been satisfied at such time and immediately after giving effect to the purchase of Term Loans pursuant to such Auction; (xi) [reserved]; and (xii) at the time of each purchase of Term Loans through an Auction, Borrower and, in the case of any purchase of Term Loans by an Affiliate of Borrower in any Auction, such Affiliate shall have delivered to the Auction Manager and Agent an officer’s certificate of an Authorized Person of Borrower and (if applicable) such Affiliate certifying as to compliance with (to the extent that such compliance is required by) preceding clauses (ii), (v), (x) and (xi) and containing the calculations (in reasonable detail) required by preceding clauses (iv) and (x). (b) Holdings, Lead Borrower or such Restricted Subsidiary the applicable Affiliate of Borrower must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such the respective Auction. HoldingsIf Borrower or the applicable Affiliate of Borrower commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), Lead and if at such time of commencement Borrower or such Restricted Subsidiary may withdraw any Auction if Affiliate reasonably believes that all required conditions set forth above which are required to be satisfied at the reply amounts are insufficient to complete time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to the applicable such Auction Manager by Holdingsshall be satisfied, Lead then Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary Affiliate shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by Borrower or the applicable Affiliate of Borrower pursuant to this Section 2.192.15, (x) Holdings, Lead Borrower or such Restricted Subsidiary Affiliate shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to, but not including (if paid prior to 2:00 p.m. (New York City time)) the settlement date of such purchase and (y) such purchases (and the payments made therefor by Borrower or such Affiliate and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At this Agreement (although the time of purchases par principal amount of Term Loans of the respective Tranche so purchased pursuant to an Auction, the then remaining Scheduled Repayments this Section 2.15 shall be reduced by applied to reduce the aggregate principal amount (taking the face amount thereof) remaining scheduled repayments of such Tranche of Term Loans repurchased pursuant to such Auctionof the applicable Lenders being repaid in inverse order of maturity (for the avoidance of doubt, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based any amount that is due and payable on the then remaining principal amount respective Term Loan Maturity Date for such Tranche of each such Scheduled RepaymentsTerm Loans shall constitute a scheduled repayment)). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.15 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.15 shall not constitute Investments by such Person)Borrower) or any other Credit Loan Document that may otherwise prohibit or conflict with any Auction or any other transaction contemplated by this Section 2.192.15 or result in a Default or an Event of Default as a result of the Auction or purchase of Term Loans pursuant to this Section 2.15. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 Sections 10.3 and Section 13.01 15 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit DocumentAgreement, Holdings, Lead the Borrower or any Restricted Subsidiary may, may at any time and from time to time, time conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent X.X. Xxxxxx Securities LLC or any other bank or another investment bank of recognized standing selected elected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) and Schedule 2.19(a)2.18 the Auction Procedures; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of any Term Loans in connection with any Auction, and the Borrower shall have delivered to the Administrative Agent a certificate signed by an officer of the Borrower confirming compliance with this sub-section (ii); (iii) the minimum maximum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less more than $2,500,000 15,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) after giving effect to any purchase of Term Loans pursuant to this Section 2.18, the Borrowers sum of (x) the unutilized Total Revolving Commitments and (y) the aggregate amount of all unrestricted cash and Temporary Cash Investments of the Borrower and its Consolidated Subsidiaries less (z) the aggregate amount of long-term Debt of the Borrower and its Consolidated Subsidiaries (other than the Term Loans) coming due within twelve months, shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; andbe less than $250,000,000; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) no more than one Auction may be ongoing at any one time; (vii) the aggregate principal amount of all Term Loans purchased pursuant to Section 2.18 and Section 2.19 shall not exceed $250,000,000; and (viii) the Borrower represents and warrants that it shall have no material non-public information (“MNPI”) that both (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in the Auction. (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such the respective Auction. Holdings, Lead If the Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the reply amounts Borrower reasonably believes that all required conditions set forth above which are insufficient required to complete be satisfied at the time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to such Auction shall be satisfied, then the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.192.18, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01Section 2.06, 5.02 Section 2.09 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)Section 2.14. (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.18 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01Section 2.06, 5.02 Section 2.09, Section 2.14, Section 9.05, Section 9.06 and 13.06 Section 9.08 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.18 shall not constitute Investments by such Personthe Borrower)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.192.18. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 Article 7 and Section 13.01 9.04 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead The Borrower or any Restricted Subsidiary may, at any time and may from time to time, at its discretion, conduct modified reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (), and with each such Auction to be managed exclusively by the Administrative Agent or any other bank or an investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 1.12 and on Schedule 2.19(a)1.12 hereto; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) each Auction shall be open and offered to all Lenders of the relevant Tranche of Term Loans on a pro rata basis; (iv) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers shall offer to purchase in any such Auction shall be no less than $2,500,000 5,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary pursuant to an Auction shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) the Credit Parties shall be in compliance, on a Pro Forma Basis, with the financial covenants in Sections 6.2 and 6.3 for the Calculation Period most recently ended on or prior to the date of the respective purchase of Term Loans pursuant to such Auction; (vii) after giving effect to such purchase of Term Loans pursuant to such Auction, the sum of (I) First Lien Revolver Availability plus (II) the aggregate amount of Unrestricted cash and Cash Equivalents of the Borrower and the Subsidiary Guarantors shall be not less than $10,000,000; (viii) no more than one (1) Auction may be ongoing at any one time; (ix) no more than three (3) Auctions may be made in any three hundred sixty-five (365) day period; and (x) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager and Agent an officer’s certificate of a Responsible Officer of the Borrower certifying as to compliance with preceding clauses (ii), (vi) and (vii) (and containing the calculations (in reasonable detail) required by preceding clauses (vi) and (vii)). (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such the respective Auction. Holdings, Lead If the Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the reply amounts Borrower believes in good faith that all required conditions set forth above which are insufficient required to complete be satisfied at the time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to such Auction shall be satisfied, then the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.191.12, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At 1.6 and 1.7 and subsection 9.11(b) (although the time par principal amount of purchases of Extended Term Loans of the respective Tranche so purchased pursuant to an Auction, the then remaining Scheduled Repayments this Section 1.12 shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments reduce the remaining scheduled installments (if any) of any Tranche of Extended Term Loans of the applicable Lenders being repaid on a pro rata basis (based on the then remaining principal amount thereof) without affecting the scheduled installments (if any) of each such Scheduled RepaymentsTranche of Extended Term Loans relating to the Lenders whose Extended Term Loans have not been so purchased). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 1.12 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 1.6 and 13.06 1.7 and subection 9.11(b) (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 1.12 shall not constitute Investments by such Personthe Borrower)) or any other Credit Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.191.12. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 Article VIII and Section 13.01 Sections 9.5 and 9.6 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction. (d) Each Lender participating in any Auction hereby acknowledges and agrees that in connection with such Auction, (1) the Borrower may have, and later may come into possession of, information regarding the Term Loans or the Credit Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Auction (such information, the “Excluded Information”), (2) such Lender has independently, without reliance on Holdings, any of its Subsidiaries, Agent, any Arranger or any of their respective Affiliates, made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holdings, any of its Subsidiaries, Agent, any Arranger or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holdings, any of its Subsidiaries, Agent, any Arranger and their respective Affiliates, under applicable law or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Auction further acknowledges that the Excluded Information may not be available to Agent, the Arrangers or the other Lenders.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, the Lead Borrower or any Restricted Subsidiary may, at any time and from time to time, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent DBTCA or any other bank or another investment bank of recognized standing selected by the Lead Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) and Schedule 2.19(a); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of purchase of Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, the Lead Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 10,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers Lead Borrower shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Lead Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Lead Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) no more than one Auction may be ongoing at any one time; (vii) each Borrower shall make the No Undisclosed Information Representation; and (viii) at the time of each purchase of Term Loans through an Auction, the Lead Borrower shall have delivered to the Auction Manager an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (ii), (iv) and (vii). (b) Holdings, The Lead Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, If the Lead Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Auction have in fact been satisfied), and if at such time of commencement the reply amounts Lead Borrower believes in good faith that all required conditions set forth above which are insufficient required to complete be satisfied at the time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to such Auction shall be satisfied, then the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Lead Borrower pursuant to this Section 2.19, (x) Holdings, the Lead Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Lead Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Lead Borrower or any Restricted Subsidiary contemplated by this Section 2.19 shall not constitute Investments by such Personthe Lead Borrower)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to timetime after the Effective Date, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent BMO Capital Markets Corp. or any other bank or another investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), ; so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.15 and Schedule 2.19(a)2.15; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) the minimum maximum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 5,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) after giving effect to any purchase of Term Loans pursuant to this Section 2.15, the Borrowers aggregate amount of all cash and Cash Equivalents of the Borrower and the other Credit Parties, shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; andbe less than $25,000,000; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) no more than one Auction may be ongoing at any one time; (vii) the aggregate principal amount of all Term Loans purchased pursuant to this Section 2.15 shall not exceed 15% of the aggregate principal amount of Term Loans funded on the Effective Date; (viii) each Auction shall be open and offered to all Lenders of the relevant Tranche on a pro rata basis; (ix) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager an officer’s certificate of an Authorized Officer certifying as to compliance with preceding clauses (iv) and (vii); and (x) any purchase of Term Loans pursuant to this Section 2.15 shall be made with internally generated cash flows and not with the proceeds of loans under the ABL Facility or any other revolving credit facility. (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which that are required to be met at the time which that otherwise would have been the time of purchase of Term Loans pursuant to such the respective Auction. Holdings, Lead If the Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above that are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the reply amounts Borrower reasonably believes that all required conditions set forth above that are insufficient required to complete be satisfied at the time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to such Auction shall be satisfied, then the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its the Borrower’s failure to satisfy one or more of the conditions set forth above which that are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.192.15, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.15 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged -52- that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.15 shall not constitute Investments by such Personthe Borrower)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.192.15. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction. (d) Each Lender participating in any Auction hereby acknowledges and agrees that in connection with such Auction, (1) the Borrower may have, and later may come into possession of, information regarding the Term Loans or the Credit Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Auction (such information, the “Excluded Information”), (2) such Lender has independently, without reliance on the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of the Borrower, its Subsidiaries, the Administrative Agent or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Auction further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to time, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent Bank of America, N.A. (or any other bank an affiliate of Bank of America, N.A.) or another investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) and Schedule 2.19(a); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of purchase of Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 10,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and[reserved]; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) no more than one Auction may be ongoing at any one time; (vii) the Borrower shall make the No Undisclosed Information Representation; and (viii) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (ii) and (vii). (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, Lead If the Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Auction have in fact been satisfied), and if at such time of commencement the reply amounts Borrower believes in good faith that all required conditions set forth above which are insufficient required to complete be satisfied at the time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to such Auction shall be satisfied, then the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.19, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections Section 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 shall not constitute Investments by such Personthe Borrower)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Loan Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to timetime after the Closing Date, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche with respect to any Term Facility (each, an “Auction”) (), each such Auction to be managed exclusively by the Administrative Agent or any other bank or an investment bank of recognized standing selected by Lead the Borrower following consultation with (with but not subject to the consent of approval of) the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, capacity (the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.18 and Schedule 2.19(a)2.18; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 5,000,000 (unless another amount is agreed to by the Administrative Agent)) and the offered purchase price shall be at a discount to par; (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (v) no more than one Auction may be ongoing at any one time; (vi) no more than four Auctions may be effected in any twelve month period (unless a higher number is agreed to by the Administrative Agent); (vii) each Auction shall be open and offered to all Lenders under the relevant Term Facility on a pro rata basis and shall be revocable and/or conditional at the Borrower’s option; and (viii) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager and the Administrative Agent an officer’s certificate of a Responsible Officer certifying compliance with preceding subsection (ii). (b) Holdings, Lead Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, Lead Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.192.18, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to, but not including (if paid prior to 12:00 p.m.) the settlement date of such purchase and (y) subject to Section 2.05(f) and the definition of “Incremental Loan Amount”, such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At this Agreement (although the time of purchases par principal amount of Term Loans under the respective Facility so purchased pursuant to an Auction, the then remaining Scheduled Repayments this Section 2.18 shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis the remaining scheduled principal payments of the applicable Term Loans in the direct order of maturity (based on or as the then remaining principal amount of each such Scheduled RepaymentsBorrower may otherwise direct). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.18 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.18 shall not constitute Investments by such Person)the Borrower) or any other Credit Loan Document that may otherwise prohibit or conflict with any Auction or any other transaction contemplated by this Section 2.192.18 or result in an Event of Default as a result of the Auction or purchase of Term Loans pursuant to this Section 2.18. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 Article IX and Section 13.01 10.04 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Loan Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to timetime after the Closing Date, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche with respect to any Term Facility (each, an “Auction”) (), each such Auction to be managed exclusively by the Administrative Agent or any other bank or an investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, capacity (the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.16 and Schedule 2.19(a)2.16; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 25,000,000 (unless another amount is agreed to by the Administrative Agent)) and the offered purchase price shall be at a discount to par; (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (v) each Auction shall be open and offered to all Lenders of the relevant Term Facility on a pro rata basis and shall be revocable and/or conditional at the Borrower’s option; (vi) no proceeds of any Revolving Facility shall be used to effect such purchase of Term Loans; and (vii) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager and the Administrative Agent an officer’s certificate of a Responsible Officer certifying compliance with preceding clause (ii). (b) Holdings, Lead Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, Lead Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.192.16, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans Loan up to, but not including (if paid prior to 12:00 p.m.) the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement (including Sections 5.01, 5.02 or 13.06. At 2.04(a); 2.04(b); 2.12 and 11.03) (although the time of purchases par principal amount of Term Loans of the respective Class so purchased pursuant to an Auction, the then remaining Scheduled Repayments this Section 2.16 shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to reduce the remaining scheduled amortization payments with respect to such Scheduled Repayments Term Facility of the applicable Lenders being repaid on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repaymentsbasis). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.16 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.012.04(a), 5.02 2.04(b), 2.12 and 13.06 11.03 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.16 shall not constitute Investments by such Personthe Borrower)) or any other Credit Loan Document that may otherwise prohibit or conflict with any Auction or any other transaction contemplated by this Section 2.192.16 or result in an Event of Default as a result of the Auction or purchase of Term Loans pursuant to this Section 2.16. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 Article X and Section 13.01 11.04 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead Borrower or any Restricted Subsidiary may, at any time and from time to time, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent or any other bank or investment bank of recognized standing selected by Lead Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) : each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) and Schedule 2.19(a); (ii) ; no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of purchase of Term Loans in connection with any Auction; (iii) ; the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 (unless another amount is agreed to by the Administrative Agent); (iv) ; the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and (v) and the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead Borrower or such Restricted Subsidiary shall automatically be cancelled and retired on the settlement date of the relevant purchase (and may not be resold). (b) Holdings, Lead Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, Lead Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made pursuant to this Section 2.19, (x) Holdings, Lead Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead Borrower or any Restricted Subsidiary contemplated by this Section 2.19 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and the Auction Manager shall cooperate in a reasonable manner in connection therewith.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead Borrower the Parent or any Restricted Subsidiary may, at any time and from time to time, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent or any other bank or investment bank of recognized standing selected by Lead Borrower Parent (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) and Schedule 2.19(a); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of purchase of Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead Borrower Parent or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 1,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead such Borrower or such Restricted Subsidiary shall automatically be cancelled and retired on the settlement date of the relevant purchase (and may not be resold). (b) Holdings, Lead Borrower The Borrowers or such a Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, Lead Such Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead such Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made pursuant to this Section 2.19, (x) Holdings, Lead such Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead a Borrower or any Restricted Subsidiary contemplated by this Section 2.19 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and the Auction Manager shall cooperate in a reasonable manner in connection therewith.

Reverse Dutch Auction Repurchases. (aA) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead The Borrower or any Restricted Subsidiary may, at any time and may from time to time, at its discretion, conduct modified reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (), and with each such Auction to be managed exclusively by the Administrative Agent or any other bank or an investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 1.14 and on Schedule 2.19(a)1.14 hereto; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) each Auction shall be open and offered to all Lenders of the relevant Tranche of Term Loans on a pro rata basis; (iv) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers shall offer to purchase in any such Auction shall be no less than $2,500,000 5,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary pursuant to an Auction shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold).; (bvi) Holdingsthe Credit Parties shall be in compliance, Lead Borrower on a Pro Forma Basis, with the financial covenants in Sections 6.2 and 6.3 for the Calculation Period most recently ended on or such Restricted Subsidiary must terminate an Auction if it fails prior to satisfy one or more the date of the conditions set forth above which are required to be met at the time which otherwise would have been the time of respective purchase of Term Loans pursuant to such Auction. Holdings, Lead Borrower or ; (vii) after giving effect to such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination the sum of such Auction as a result (I) Availability plus (II) the aggregate amount of Unrestricted cash and Cash Equivalents of the failure to satisfy Borrower and the Minimum Purchase Condition, and Subsidiary Guarantors shall be not less than $10,000,000; (viii) no more than one (1) Auction may be ongoing at any such failure shall not result one time; (ix) no more than three (3) Auctions may be made in any Default or Event three hundred sixty-five (365) day period; and (x) at the time of Default hereunder. With respect to all purchases each purchase of Term Loans made pursuant to this Section 2.19, (x) Holdings, Lead Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to through an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 (provided that no Lender Borrower shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead Borrower or any Restricted Subsidiary contemplated by this Section 2.19 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference delivered to the Auction ManagerManager and Agent an officer’s certificate of a Responsible Officer of the Borrower certifying as to compliance with preceding clauses (ii), (vi) and (vii) (and containing the Administrative Agent calculations (in reasonable detail) required by preceding clauses (vi) and the Auction Manager shall cooperate in a reasonable manner in connection therewith(vii)).

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any other Credit Document, Holdings, Lead the U.S. Borrower (in the case of a Auction in respect of B Term Loans) or any Restricted Subsidiary the Canadian Borrower (in the case of a Auction in respect of C Term Loans) may, at any time and from time to timetime after the latest to occur of the Initial Borrowing Date and the Syndication Date, conduct reverse Dutch auctions in order to purchase B Term Loans (in the case of the U.S Borrower) or C Term Loans (in the case of the Canadian Borrower) of a particular Tranche of Lenders (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent DBTCA or any other bank or another investment bank of recognized standing selected by Lead the applicable Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.19 and Schedule 2.19(a); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of the respective Term Loans in connection with any Auction; (iii) the minimum maximum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the applicable Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 10,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) after giving effect to any purchase of Term Loans pursuant to this Section 2.19, the Borrowers Total Unutilized Revolving Loan Commitment shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; andbe less than $37,500,000; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead either Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by such Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) prior to commencing an Auction, Holdings and the U.S. Borrower shall have discussed same with each of S&P and Moody’s; (vii) no more than one Auction may be ongoing at any one time; (viii) the aggregate principal amount of all Term Loans purchased pursuant to Sections 2.19, 2.20 and 2.21 shall not exceed $75,000,000; and (ix) at the time of each purchase of Term Loans through an Auction, the applicable Borrower shall have delivered to the Auction Manager an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (ii), (iii) and (iv). (b) Holdings, Lead The applicable Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of B Term Loans or C Term Loans, as the case may be, pursuant to the respective Auction. If any Borrower commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the applicable Borrower believes in good faith that all required conditions set forth above which are required to be satisfied at the time of the purchase of B Term Loans or C Term Loans, as the case may be, pursuant to such Auction. HoldingsAuction shall be satisfied, Lead then such Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of B Term Loans or C Term Loans, as the case may be, pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of B Term Loans or C Term Loans, as the case may be, made by the applicable Borrower pursuant to this Section 2.19, (x) Holdings, Lead such Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the applicable Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of B Term Loans pursuant to an Auction, the then remaining Scheduled B Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of B Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled B Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled B Repayments). At the time of purchases of C Term Loans pursuant to an Auction, the then remaining Scheduled C Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of C Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled C Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled C Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the B Term Loans or C Term Loans, as the case may be, by Holdings, Lead the applicable Borrower or any Restricted Subsidiary contemplated by this Section 2.19 shall not constitute Investments by such PersonBorrower)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any other Credit Loan Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to timetime after the Syndication Date, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent DBNY or any other bank or another investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.14 and Schedule 2.19(a)2.14; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) the minimum maximum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 10,000,000 (unless another a lower amount is agreed to by the Administrative AgentAuction Manager); (iv) the Borrowers proceeds of Revolving Credit Loans shall not use the proceeds be used for a purchase of any borrowing under the ABL Credit Agreement to finance Term Loans in connection with any such repurchase; andAuction; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) prior to commencing an Auction, the Borrower shall have discussed same with each of S&P and Xxxxx’x and, based upon such discussions, shall reasonably believe that the proposed purchase of Term Loans through such Auction shall not be deemed to be a “distressed exchange”; (vii) at the time of each purchase of Term Loans pursuant to an Auction, neither S&P nor Xxxxx’x shall have announced or communicated to the Borrower that the proposed purchase of Term Loans through such Auction shall be deemed to be a “distressed exchange”; (viii) no more than one Auction may be ongoing at any one time; (ix) the aggregate principal amount of all Term Loans purchased pursuant to this Section 2.14 and Section 2.15 shall not exceed $135,000,000; (x) each Lender participating in any Auction acknowledges and agrees that in connection with such Auction, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Auction (“Excluded Information”), (2) such Lender has independently and, without reliance on the Borrower, any of its Subsidiaries, the Auction Manager or any of their respective Affiliates, has made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holdings, its Subsidiaries, the Administrative Agent, the Auction Manager or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Borrower, its Subsidiaries, the Administrative Agent, the Auction Manager and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Auction further acknowledges that the Excluded Information may not be available to the Auction Manager or the other Lenders; and (xi) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (iv), (vi) and (vii). (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such the respective Auction. Holdings, Lead If the Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the reply amounts Borrower reasonably believes that all required conditions set forth above which are insufficient required to complete be satisfied at the time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to such Auction shall be satisfied, then the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.192.14, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 2.05 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)2.13. (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.14 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 2.05 and 13.06 2.13 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.14 shall not constitute Investments by such Personthe Borrower)) or any other Credit Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.192.14. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 Article IX and Section 13.01 10.04 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable the Auction Manager to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to time, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent Bank of America, N.A. (or any other bank an affiliate of Bank of America, N. A.) or another investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) and Schedule 2.19(a); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of purchase of Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 10,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase[reserved]; and (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) no more than one Auction may be ongoing at any one time; (vii) the Borrower shall make the No Undisclosed Information Representation; and (viii) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (ii) and (vii). (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, Lead If the Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Auction have in fact been satisfied), and if at such time of commencement the reply amounts Borrower believes in good faith that all required conditions set forth above which are insufficient required to complete be satisfied at the time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to such Auction shall be satisfied, then the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.19, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 shall not constitute Investments by such Personthe Borrower)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Loan Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to timetime after the Closing Date, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche with respect to any Term Facility (each, an “Auction”) (), each such Auction to be managed exclusively by the Administrative Agent or any other bank or an investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, capacity (the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.16 and Schedule 2.19(a)2.16; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 25,000,000 (unless another amount is agreed to by the Administrative Agent)) and the offered purchase price shall be at a discount to par; (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (v) each Auction shall be open and offered to all Lenders of the relevant Term Facility on a pro rata basis and shall be revocable and/or conditional at the Borrower’s option; (vi) no proceeds of any Revolving Facility shall be used to effect such purchase of Term Loans; and (vii) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager and the Administrative Agent an officer’s certificate of a Responsible Officer certifying compliance with preceding clause (ii). (b) Holdings, Lead Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, Lead Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.192.16, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans Loan up to, but not including (if paid prior to 12:00 p.m.) the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement (including Sections 5.01, 5.02 or 13.06. At 2.04(a); 2.04(b); 2.12 and 11.03) (although the time of purchases par principal amount of Term Loans of the respective Class so purchased pursuant to an Auction, the then remaining Scheduled Repayments this Section 2.16 shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to reduce the remaining scheduled amortization payments with respect to such Scheduled Repayments Term Facility of the applicable Lenders being repaid on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repaymentsbasis). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.16 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.012.04(a), 5.02 2.04(b), 2.12 and 13.06 11.03 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.16 shall not constitute Investments by such Personthe Borrower)) or any other Credit Loan Document that may otherwise prohibit or conflict with any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting 2.16 or result in its capacity an Event of Default as such hereunder shall be entitled to the benefits a result of the provisions Auction or purchase of Section 12 and Section 13.01 mutatis mutandis as if each reference therein Term Loans pursuant to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and the Auction Manager shall cooperate in a reasonable manner in connection therewith.this

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to time, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent Bank of America, N.A. (or any other bank an affiliate of Bank of America, N.A.) or another investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) and Schedule 2.19(a); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice and at the time of purchase of Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 10,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and[reserved]; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) no more than one Auction may be ongoing at any one time; (vii) the Borrower shall make the No Undisclosed Information Representation; and (viii) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (ii) and (vii). (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such Auction. Holdings, Lead If the Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Auction have in fact been satisfied), and if at such time of commencement the reply amounts Borrower believes in good faith that all required conditions set forth above which are insufficient required to complete be satisfied at the time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to such Auction shall be satisfied, then the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.19, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 shall not constitute Investments by such Personthe Borrower)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead The Borrower or any Restricted Subsidiary may, at any time and may from time to time, at its discretion, conduct modified reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (), and with each such Auction to be managed exclusively by the Administrative Agent or any other bank or an investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.21 and on Schedule 2.19(a)2.21; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) each Auction shall be open and offered to all Lenders of the relevant Tranche of Term Loans on a pro rata basis; (iv) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers shall offer to purchase in any such Auction shall be no less than $2,500,000 25,000,000 (unless another amount is agreed to by the Applicable Administrative Agent); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary pursuant to an Auction shall automatically be cancelled canceled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) no proceeds of Revolving Loans or Swing Loans may be used to consummate an Auction; (vii) no more than one Auction may be ongoing at any one time; and (viii) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager and the Applicable Administrative Agent an officer’s certificate of a Responsible Officer of the Borrower certifying as to compliance with preceding clauses (ii) and (vi)). (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such the respective Auction. Holdings, Lead The Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.192.21, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At 2.7 and 2.8 (other than to the time extent set forth in Section 2.8(a)) and Section 11.9 (although the par principal amount of purchases Term Loans of the respective Tranche so purchased pursuant to this Section 2.21 shall be applied to reduce the remaining scheduled installments of such Tranche of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount Section 2.6(b) and (taking the face amount thereofc) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments the applicable Lenders being repaid on a pro rata basis (based on the then remaining principal amount thereof) without affecting the scheduled installments of each such Scheduled RepaymentsTranche of Term Loans relating to the Lenders whose Term Loans have not been so purchased). (c) The Administrative Agent Agents and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.21 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 2.7 and 13.06 2.8 and Section 11.9 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.21 shall not constitute Investments by such Personthe Borrower)) or any other Credit Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.192.21. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 Article X and Section 13.01 Sections 11.3 and 11.4 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and Agents shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction. (d) Each Lender participating in any Auction hereby acknowledges and agrees that in connection with such Auction (1) the Borrower may have, and later may come into possession of, information regarding the Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Auction (such information, the “Excluded Information”), (2) such Lender has independently, without reliance on the Borrower, any of its Subsidiaries, the Administrative Agents, any Joint Lead Arranger or any of their respective Affiliates, made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of the Borrower, any of its Subsidiaries, any Administrative Agent, any Joint Lead Arranger or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Borrower, any of its Subsidiaries, any Administrative Agent, any Joint Lead Arranger and their respective Affiliates, under applicable law or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Auction further acknowledges that the Excluded Information may not be available to the Administrative Agents, the Joint Lead Arrangers or the other Lenders.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead The Borrower or any Restricted Subsidiary may, at any time and may from time to time, at its discretion, conduct modified reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (), and with each such Auction to be managed exclusively by the Administrative Agent or any other bank or an investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.21 and on Schedule 2.19(a)2.21 hereto; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) each Auction shall be open and offered to all Lenders of the relevant Tranche of Term Loans on a pro rata basis; (iv) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers shall offer to purchase in any such Auction shall be no less than $2,500,000 25,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary pursuant to an Auction shall automatically be cancelled canceled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) the Loan Parties shall be in compliance, on a Pro Forma Basis, with the financial covenants in Sections 5.1 and 5.2 for the four Fiscal Quarter period most recently ended on or prior to the date of the respective purchase of Term Loans pursuant to such Auction; (vii) no proceeds of Revolving Loans or Swing Loans may be used to consummate an Auction; (viii) no more than one Auction may be ongoing at any one time; (ix) no more than three Auctions may be made in any 365-day period; and (x) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager and the Administrative Agent an officer’s certificate of a Responsible Officer of the Borrower certifying as to compliance with preceding clauses (ii), (vi) and (vii) (and containing the calculations (in reasonable detail) required by preceding clause (vi)). (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such the respective Auction. Holdings, Lead If the Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the reply amounts Borrower believes in good faith that all required conditions set forth above which are insufficient required to complete be satisfied at the time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to such Auction shall be satisfied, then the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.192.21, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At 2.7 and 2.8 and Section 11.9 (although the time par principal amount of purchases Term Loans of the respective Tranche so purchased pursuant to this Section 2.21 shall be applied to reduce the remaining scheduled installments of such Tranche of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount Section 2.6(b) and (taking the face amount thereofc) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments the applicable Lenders being repaid on a pro rata basis (based on the then remaining principal amount thereof) without affecting the scheduled installments of each such Scheduled RepaymentsTranche of Term Loans relating to the Lenders whose Term Loans have not been so purchased). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.21 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 2.7 and 13.06 2.8 and Section 11.9 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.21 shall not constitute Investments by such Personthe Borrower)) or any other Credit Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.192.21. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 Article X and Section 13.01 Sections 11.3 and 11.4 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction. (d) Each Lender participating in any Auction hereby acknowledges and agrees that in connection with such Auction (1) the Borrower may have, and later may come into possession of, information regarding the Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Auction (such information, the “Excluded Information”), (2) such Lender has independently, without reliance on the Borrower, any of its Subsidiaries, the Administrative Agent, any Joint Lead Arranger or any of their respective Affiliates, made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of the Borrower, any of its Subsidiaries, the Administrative Agent, any Joint Lead Arranger or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Borrower, any of its Subsidiaries, the Administrative Agent, any Joint Lead Arranger and their respective Affiliates, under applicable law or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Auction further acknowledges that the Excluded Information may not be available to the Administrative Agent, the Joint Lead Arrangers or the other Lenders.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any other Credit Loan Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to timetime after the Syndication Date, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent DBNY or any other bank or another investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.14 and Schedule 2.19(a)2.14; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) the minimum maximum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 10,000,000 (unless another a lower amount is agreed to by the Administrative AgentAuction Manager); (iv) the Borrowers proceeds of Revolving Credit Loans shall not use the proceeds be used for a purchase of any borrowing under the ABL Credit Agreement to finance Term Loans in connection with any such repurchase; andAuction; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (vi) prior to commencing an Auction, the Borrower shall have discussed same with each of S&P and Xxxxx’x and, based upon such discussions, shall reasonably believe that the proposed purchase of Term Loans through such Auction shall not be deemed to be a “distressed exchange”; (vii) at the time of each purchase of Term Loans pursuant to an Auction, neither S&P nor Xxxxx’x shall have announced or communicated to the Borrower that the proposed purchase of Term Loans through such Auction shall be deemed to be a “distressed exchange”; (viii) no more than one Auction may be ongoing at any one time; (ix) the aggregate principal amount of all Term Loans purchased pursuant to this Section 2.14 and Section 2.15 shall not exceed $135,000,000; (x) each Lender participating in any Auction acknowledges and agrees that in connection with such Auction, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Auction (“Excluded Information”), (2) such Lender has independently and, without reliance on the Borrower, any of its Subsidiaries, the Auction Manager or any of their respective Affiliates, has made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holdings, its Subsidiaries, the Administrative Agent, the Auction Manager or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Borrower, its Subsidiaries, the Administrative Agent, the Auction Manager and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Auction further acknowledges that the Excluded Information may not be available to the Auction Manager or the other Lenders; and (xi) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (iv), (vi) and (vii). (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such the respective Auction. Holdings, Lead If the Borrower or such Restricted Subsidiary may withdraw commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the reply amounts Borrower reasonably believes that all required conditions set forth above which are insufficient required to complete be satisfied at the time of the purchase of a minimum principal amount of the Term Loans designated in writing pursuant to such Auction shall be satisfied, then the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.192.14, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 2.05 or 13.06. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)2.13. (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.14 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 2.05 and 13.06 2.13 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.14 shall not constitute Investments by such Personthe Borrower)) or any other Credit Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.192.14. The Auction Manager acting in its capacity as such hereunder shall be entitled to . the benefits of the provisions of Section 12 Article IX and Section 13.01 10.04 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable the Auction Manager to perform its responsibilities and duties in connection therewithwith each Auction.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to timetime after the occurrence of the Initial Borrowing Date, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (” and each such Auction to be managed exclusively by the Administrative Agent or any other bank or an investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (Agent, such investment bank in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied:satisfied (or waived in writing by the Required Lenders prior to the commencement of any Auction): (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.17 and Schedule 2.19(a)2.17 or such other procedures, terms and conditions established by the Borrower and the Auction Manager and consented to (acting reasonably) by the Administrative Agent; (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of any Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 10,000,000 (unless another amount is agreed to by the Administrative Agent)) and the offered purchase price shall be at a discount to par; (iv) the Borrowers aggregate principal amount (calculated on the face amount thereof) of all Term Loans purchased pursuant to this Section 2.17 shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; andexceed $50,000,000; (v) after giving effect to any purchase of Term Loans pursuant to this Section 2.17, the sum of (x) the Total Unutilized Revolving Loan Commitment plus (y) the aggregate amount of all Unrestricted cash and Cash Equivalents of the Borrower and the other Credit Parties shall equal or exceed $35,000,000; (vi) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (vii) no more than one Auction may be ongoing at any one time; (viii) no more than three Auctions may be effected in any twelve month period unless otherwise agreed by the Administrative Agent in its reasonable discretion; (ix) each Auction shall be open and offered to all Lenders of the relevant Tranche of Term Loans on a pro rata basis; (x) no purchase of Term Loans pursuant to this Section 2.17 shall be made with proceeds received from the incurrence of Revolving Loans or Swingline Loans; and (xi) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager and the Administrative Agent an officer’s certificate of an Authorized Officer of the Borrower certifying as to compliance with preceding clauses (ii), (iv), and (v) (and containing the calculations (in reasonable detail) required by preceding clauses (iv) and (v)). (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to such the respective Auction. Holdings, Lead The Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such respective Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.192.17, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06. At 13.06 (although the time of purchases par principal amount of Term Loans of the respective Tranche so purchased pursuant to an Auction, this Section 2.17 shall be applied to reduce the then remaining Scheduled Term Loan Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of such Tranche of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments of the applicable Lenders being repaid on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repaymentsbasis). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.17 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead the Borrower or any Restricted Subsidiary contemplated by this Section 2.19 2.17 shall not constitute Investments by such Personthe Borrower)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.192.17. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction. (d) Upon written notice to the Administrative Agent, the Borrower may withdraw its offer for any Auction under this Section 2.17 prior to the completion thereof. (e) Each Lender participating in any Auction acknowledges and agrees that in connection with such Auction, (i) the Borrower then may have, and later may come into possession of, information regarding the Loans or the Credit Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Auction (“Excluded Information”), (2) such Lender has independently and, without reliance on the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of the Borrower, its Subsidiaries, the Administrative Agent or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Borrower, its Subsidiaries, the Administrative Agent and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender participating in any Auction further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders.

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Loan Document, Holdings, Lead the Borrower or any Restricted Subsidiary may, at any time and from time to timetime after the Closing Date, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent or any other bank or another investment bank of recognized standing selected by Lead the Borrower (with the consent of the Administrative Agent or such other bank or investment bank) following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.27 and Schedule 2.19(a2.27(a); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of the Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead the Borrower or such Restricted Subsidiary offers to purchase in any such Auction shall be no less than $2,500,000 10,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead the Borrower or such Restricted Subsidiary shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (v) prior to commencing an Auction, the Parent and the Borrower shall have discussed same with each of S&P and Xxxxx’x; (vi) no more than one Auction may be ongoing at any one time; (vii) the aggregate principal amount of all Term Loans purchased pursuant to this Section 2.27 shall not exceed $116,000,000; and (viii) at the time of each purchase of Term Loans through an Auction, the Borrower shall have delivered to the Auction Manager an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (ii) and (iii). (b) Holdings, Lead The Borrower or such Restricted Subsidiary must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans, pursuant to the Auction. If the Borrower commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the Borrower believes in good faith that all required conditions set forth above which are required to be satisfied at the time of the purchase of Term Loans pursuant to such Auction. HoldingsAuction shall be satisfied, Lead then the Borrower or such Restricted Subsidiary may withdraw any Auction if the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.192.27, (x) Holdings, Lead the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.012.11, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to an Auction2.12, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead Borrower or any Restricted Subsidiary contemplated by this Section 2.19 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.19. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and the Auction Manager shall cooperate in a reasonable manner in connection therewith.2.18 or

Reverse Dutch Auction Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Loan Document, Holdings, Lead Borrower or any Restricted Subsidiary the Borrowers may, at any time and from time to timetime after the Closing Date, conduct reverse Dutch auctions in order to purchase Term Loans of a particular Tranche (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent or any other bank or another investment bank of recognized standing selected by Lead Borrower (with the consent of the Administrative Agent or such other bank or investment bank) Borrowers following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.19(a) 2.27 and Schedule 2.19(a2.27(a); (ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each auction notice Auction Notice and at the time of purchase of the Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that Holdings, Lead Borrower or such Restricted Subsidiary offers the Borrowers offer to purchase in any such Auction shall be no less than $2,500,000 10,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Borrowers shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; and (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, Lead Borrower or such Restricted Subsidiary the Borrowers shall automatically be cancelled and retired by the Borrowers on the settlement date of the relevant purchase (and may not be resold); (v) no more than one Auction may be ongoing at any one time; and (vi) at the time of each purchase of Term Loans through an Auction, the Borrowers shall have delivered to the Auction Manager an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (ii) and (iii). (b) Holdings, Lead Borrower or such Restricted Subsidiary The Borrowers must terminate an Auction if it fails they fail to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans, pursuant to the Auction. If the Borrowers commence any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the Borrowers believe in good faith that all required conditions set forth above which are required to be satisfied at the time of the purchase of Term Loans pursuant to such Auction. HoldingsAuction shall be satisfied, Lead Borrower or such Restricted Subsidiary may withdraw any Auction if then the reply amounts are insufficient to complete the purchase of a minimum principal amount of the Term Loans designated in writing to the applicable Auction Manager by Holdings, Lead Borrower or such Restricted Subsidiary (the “Minimum Purchase Condition”). No Credit Party or any Restricted Subsidiary Borrowers shall have any no liability to any Lender for any termination of such the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the such Auction, or for any termination of such Auction as a result of the failure to satisfy the Minimum Purchase Condition, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrowers pursuant to this Section 2.192.27, (x) Holdings, Lead Borrower or such Restricted Subsidiary the Borrowers shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payments made therefor by the Borrowers and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 Section 2.18 or 13.0610.7. At the time of purchases of Term Loans pursuant to an Auction, the then remaining Scheduled Repayments scheduled repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Auction, Auction with such reduction to be applied to such Scheduled Repayments repayments on a pro rata basis (based on the then then-remaining principal amount of each such Scheduled Repaymentsrepayment). (c) The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.19 2.27 (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.012.11, 5.02 and 13.06 2.12, 2.18 or 10.7 (it being understood and acknowledged that purchases of the Term Loans by Holdings, Lead Borrower or any Restricted Subsidiary the Borrowers contemplated by this Section 2.19 2.27 shall not constitute Investments by such Personthe Borrowers)) or any other Credit Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section 2.192.27. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 9 and Section 13.01 10.5 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent and shall cooperate with the Auction Manager shall cooperate as reasonably requested by the Auction Manager in a reasonable manner order to enable it to perform its responsibilities and duties in connection therewithwith each Auction.