Common use of Term Loan Repurchases Clause in Contracts

Term Loan Repurchases. (a) Notwithstanding anything to the contrary contained in any Loan Document, the Borrower may conduct reverse Dutch auctions from time to time in order to purchase Term Loans (each, an “Auction”) (each such Auction to be managed exclusively by the Agent (if it consents to do so in its sole discretion) or another investment bank(s) of recognized standing selected by the Borrower following consultation with the Agent (in such capacity, the “Auction Manager”)) in an aggregate amount not to exceed $60,000,000, 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 and Schedule 2.19; (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 Term Loans that the Borrower offers to purchase in any such Auction shall be no less than $10,000,000 (unless another amount is agreed to by the Agent); (iv) both immediately before and after giving effect to any purchase of Term Loans pursuant to this Section, (A) the Borrower shall be in compliance with the covenants set forth in Sections 8.09 and 8.10 as of the last day of the most recent fiscal quarter for which internal financial statements are available, and (B) Available Liquidity would exceed the Aggregate Revolving Commitment; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by the Borrower 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 represent and warrant that no Loan Party shall have any MNPI that both (A) has not been previously disclosed in writing to the 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 be material to a Lender’s decision to participate in the Auction; 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 the preceding clauses (i) through (vii). (b) 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 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 Term Loans pursuant to such Auction shall be satisfied, then the Borrower shall have no liability to any Term Lender or any other Person for any termination of 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 respective Auction, 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, (i) the Borrower 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 offer documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (ii) such purchases (and the payments made by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not be subject to the terms and conditions of Section 2.08 or 2.09. (c) The Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section (provided that no Lender shall have any obligation to participate in any such Auctions) and hereby waive the requirements of any provision of any Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section, including Sections 2.08, 2.09 and 2.16 (it being understood that purchases of Term Loans by the Borrower shall not constitute Investments). The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article X and Section 11.04 mutatis mutandis as if each reference therein to the “Agent” were a reference to the Auction Manager, and the Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction.

Term Loan Repurchases. (a) Notwithstanding anything to the contrary contained in any Loan Document, the Borrower Company may conduct reverse Dutch auctions from time to time in order to purchase Add-On Term Loans (each, an “Auction”) (each such Auction to be managed exclusively by the Agent (if it consents to do so in its sole discretion) or another investment bank(s) of recognized standing selected by the Borrower Company following consultation with the Agent (in such capacity, the “Auction Manager”)) in an aggregate amount not to exceed $60,000,000), 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 and Schedule 2.192.22; (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 Add-On Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of Add-On Term Loans that the Borrower Company offers to purchase in any such Auction shall be no less than $10,000,000 50,000,000 (unless another amount is agreed to by the Agent); (iv) both immediately before and after giving effect to any purchase of Add-On Term Loans pursuant to this Section, (A) the Borrower there shall be in compliance with the covenants set forth in Sections 8.09 and 8.10 as of the last day of the most recent fiscal quarter for which internal financial statements are available, and (B) Available Liquidity would exceed the Aggregate no Revolving CommitmentLoans outstanding; (v) the aggregate principal amount (calculated on the face amount thereof) of all Add-On Term Loans so purchased by the Borrower Company shall automatically be cancelled and retired by the Borrower Company on the settlement date of the relevant purchase (and may not be resold); (vi) prior to commencing an Auction, the Company shall have discussed the same with each of S&P and Xxxxx’x; (vii) no more than one Auction may be ongoing at any one time; (viiviii) the Borrower shall represent Company represents and warrant warrants that no Loan Party shall have any MNPI that both (A) has not been previously disclosed in writing to the 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 material, to a Lender’s decision to participate in the Auction; and (viiiix) at the time of each purchase of Add-On Term Loans through an Auction, the Borrower Company shall have delivered to the Auction Manager an officer’s certificate of a an Responsible Officer certifying as to compliance with the preceding clauses (i) through (viiviii). (b) The Borrower Company 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 Add-On Term Loans pursuant to the respective Auction. If the Borrower Company 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 Company reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the purchase of Add-On Term Loans pursuant to such Auction shall be satisfied, then the Borrower Company shall have no liability to any Term Lender or any other Person for any termination of 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 Add-On Term Loans pursuant to the respective Auction, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Add-On Term Loans made by the Borrower Company pursuant to this Section, (i) the Borrower Company 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 offer documentsOffer Documents), if any, on the purchased Add-On Term Loans up to the settlement date of such purchase and (ii) such purchases (and the payments made by the Borrower Company and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not be subject to the terms and conditions constitute optional or mandatory payments or prepayments for purposes of Section 2.08 Sections 2.10 or 2.092.11. (c) The Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section (provided that no Lender shall have any obligation to participate in any such Auctions) and hereby waive the requirements of any provision of any Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section, including Sections 2.082.10, 2.09 2.11 and 2.16 2.18 (it being understood that purchases of Add-On Term Loans by the Borrower Company shall not constitute Investments). The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article X and Section 11.04 mutatis mutandis as if each reference therein to the “Agent” were a reference to the Auction Manager, and the Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction.

Term Loan Repurchases. (a) Notwithstanding anything to the contrary contained in any Loan Document, the Borrower may conduct reverse Dutch auctions from time to time in order to purchase Term Loans (each, an “Auction”) (each such Auction to be managed exclusively by the Agent (if it consents to do so in its sole discretion) or another investment bank(s) of recognized standing selected by the Borrower following consultation with the Agent (in such capacity, the “Auction Manager”)) in an aggregate amount not to exceed $60,000,000), 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 and Schedule 2.19; (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 Term Loans that the Borrower offers to purchase in any such Auction shall be no less than $10,000,000 (unless another amount is agreed to by the Agent); (iv) both immediately before and after giving effect to any purchase of Term Loans pursuant to this Section, (A) the Borrower shall be in compliance with the covenants set forth in Sections 8.09 and 8.10 as of the last day of the most recent fiscal quarter for which internal financial statements are available, and (Bhave been delivered pursuant to Section 7.01(a) Available Liquidity would exceed the Aggregate Revolving Commitmentor 7.01(b); (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by the Borrower 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 represent and warrant that no Loan Party shall have any MNPI that both (A) has not been previously disclosed in writing to the 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 be material to a Lender’s decision to participate in the Auction; 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 the preceding clauses (i) through (vii); and (ix) no proceeds of Revolving Loans shall be used to repurchase any Term Loans pursuant to this Section 2.19. (b) 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 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 Term Loans pursuant to such Auction shall be satisfied, then the Borrower shall have no liability to any Term Lender or any other Person for any termination of 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 respective Auction, 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, (i) the Borrower 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 offer documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (ii) such purchases (and the payments made by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not be subject to the terms and conditions of Section 2.08 or 2.09. (c) The Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section (provided that no Lender shall have any obligation to participate in any such Auctions) and hereby waive the requirements of any provision of any Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section, including Sections 2.08, 2.09 and 2.16 (it being understood that purchases of Term Loans by the Borrower shall not constitute Investments). The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article X and Section 11.04 mutatis mutandis as if each reference therein to the “Agent” were a reference to the Auction Manager, and the Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction.

Term Loan Repurchases. (a) Notwithstanding anything to the contrary contained in The Company and its Subsidiaries (as applicable, for purposes of this Section 2.25, an “Affiliated Lender”) may purchase, on one or more occasions, any Loan Document, the Borrower may conduct reverse Dutch auctions from time to time in order to purchase and all Term Loans or Incremental Term Loans (each, an a “Term Loan Repurchase” and, such Loans, “Repurchased Term Loans”) pursuant to the procedures described in this Section 2.25 (the transactions described in this Section 2.25, other than Open Market Purchases, a “Modified Dutch Auction”) ). In connection with any Term Loan Repurchase (each such Auction to be managed exclusively by the Agent (if it consents to do so in its sole discretion) or another investment bank(s) of recognized standing selected by the Borrower following consultation with the Agent (in such capacityother than Open Market Purchases), the Affiliated Lender will notify the Administrative Agent and, upon receipt of such notice, the Administrative Agent shall promptly notify each of the Lenders holding such Repurchased Term Loans (the “Auction ManagerRepurchase Notice”)) , that the Affiliated Lender desires to purchase such Repurchased Term Loans in an aggregate amount specified by the Affiliated Lender (such amount or the proceeds necessary to repurchase such lesser amount of such Repurchased Term Loans as are actually offered by Lenders in such Modified Dutch Auction, each, a “Repurchase Amount”) at a discount (which is expected to be within a range to be specified by the Affiliated Lender with respect to each Term Loan Repurchase; the “Discount Range”) equal to a percentage of par of the principal amount of such Repurchased Term Loans; provided that the par principal amount of such Repurchased Term Loans desired to be repurchased by the Affiliated Lender in each Modified Dutch Auction shall be not less than $10,000,000 in the aggregate (it being understood that the par principal amount of such Repurchased Term Loans actually repurchased may be less than $10,000,000 in the event that the aggregate par principal amount of such Repurchased Term Loans actually offered by Lenders in such Modified Dutch Auction is less than $10,000,000). (b) In connection with a Term Loan Repurchase (other than Open Market Purchases), the Affiliated Lender will allow each Lender of Repurchased Term Loans to specify a discount to par (the “Acceptable Discount”) within the Discount Range for a principal amount (subject to rounding requirements specified by the Administrative Agent) of such Repurchased Term Loans at which such Lender is willing to permit such Term Loan Repurchase. Based on the Acceptable Discounts and principal amounts of such Repurchased Term Loans specified by Lenders, the Administrative Agent, in consultation with the Affiliated Lender, will determine the applicable discount (the “Applicable Discount”) for any applicable Term Loan Repurchase, which Applicable Discount represents the greatest Acceptable Discount at which the Affiliated Lender can complete the Term Loan Repurchase for the Repurchase Amount that is within the Discount Range specified by the Affiliated Lender. The Affiliated Lender shall repurchase such Repurchased Term Loans (or the portions thereof) offered by Lenders that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Term Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to repurchase Qualifying Term Loans (disregarding any interest payable under Section 2.25(c)) would exceed $60,000,000the Repurchase Amount for such Term Loan Repurchase, the Affiliated Lender shall repurchase such Qualifying Term Loans at the Applicable Discount ratably based on the respective principal amounts of such Qualifying Term Loans (subject to rounding requirements specified by the Administrative Agent). (c) All such Repurchased Term Loans purchased by the Company pursuant to this Section 2.25 shall be accompanied by payment of accrued and unpaid interest on the par principal amount so long purchased to, but not including, the date of purchase. (d) The par principal amount of each such Repurchased Term Loans repurchased by the Affiliated Lender pursuant to this Section 2.25 shall be allocated across the remaining installments of such Repurchased Term Loans in order to ratably reduce such remaining installments. (e) Each Term Loan Repurchase (other than Open Market Purchases) shall be consummated pursuant to procedures (including as to timing of any issuance of a Repurchase Notice, response deadlines, rounding amounts, type and Interest Period of accepted Loans, irrevocability of any Repurchase Notice and other notices by the Company and Lenders and calculation of Applicable Discount in accordance with Section 2.25(b) above) established by the Administrative Agent and agreed to by the Company. (f) Any Affiliated Lender may also purchase Term Loans or Incremental Term Loans in an open market purchase on a non-pro rata basis among Lenders under the applicable Facility (an “Open Market Purchase”). (g) Open Market Purchases and Term Loan Repurchases are subject to the following conditions are satisfiedadditional conditions: (i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section and Schedule 2.19; (ii) no No Default or Event of Default shall have occurred and or be continuing on or would result therefrom; (ii) the date assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans or Incremental Term Loans shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit E-2 hereto (an “Affiliated Lender Assignment and Assumption”) in lieu of an Assignment and Assumption; (iii) each Affiliated Lender shall at each of the delivery time of each Auction Notice its execution of a written trade confirmation in respect of, and at the time of purchase of any Term Loans in connection consummation of, such assignment either (1) affirm the No MNPI Representation or (2) if it is not able to affirm the No MNPI Representation, will so inform the assignor and the assignor will deliver to such Affiliated Lender customary written assurance that it is a sophisticated investor and is willing to proceed with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of Term Loans that the Borrower offers to purchase in any such Auction shall be no less than $10,000,000 (unless another amount is agreed to by the Agent);assignment; and (iv) both immediately before and after giving effect no proceeds of Revolving Loans shall be used by any Affiliated Lender to any purchase of Term Loans pursuant to this Section, (A) the Borrower shall be in compliance with the covenants set forth in Sections 8.09 and 8.10 as of the last day of the most recent fiscal quarter for which internal financial statements are available, and (B) Available Liquidity would exceed the Aggregate Revolving Commitment;or Incremental Term Loans. (vh) the aggregate principal amount (calculated on the face amount thereof) of all The Company hereby covenants and agrees that immediately upon each Term Loan Repurchase or Open Market Purchase, such Term Loans and Incremental Term Loans so purchased by the Borrower repurchased shall automatically be cancelled (and, if applicable, the Company agrees to cause any Affiliated Lender to so cancel) in an amount equal to the par principal amount of such Term Loan or Incremental Term Loan and retired by the Borrower on the settlement date of the relevant purchase parties hereto hereby agree that thereafter each such Term Loan or Incremental Term Loan shall not be considered to be outstanding (and may not be resold); (viresold by the Affiliated Lender) no more than one Auction may be ongoing at for any one time; (vii) purposes under this Agreement and the Borrower shall represent and warrant that no other Loan Documents. In addition, neither the Company nor any Loan Party shall have be deemed to be, for any MNPI that both (A) has not been previously disclosed in writing to the 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 be material to purposes whatsoever, a “Lender’s decision to participate in the Auction; 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 the preceding clauses (i) through (vii). (b) The Borrower must terminate an Auction if it fails to satisfy one ” hereunder 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 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 Loans pursuant to such Auction shall be satisfied, then the Borrower shall have no liability to any Term Lender or under any other Person for any termination of the respective Auction Loan Document as a result of its failure to satisfy one any Term Loan Repurchase 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 respective Auction, 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, (i) the Borrower 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 offer documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (ii) such purchases (and the payments made by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not be subject to the terms and conditions of Section 2.08 or 2.09Open Market Purchase thereunder. (c) The Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section (provided that no Lender shall have any obligation to participate in any such Auctions) and hereby waive the requirements of any provision of any Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section, including Sections 2.08, 2.09 and 2.16 (it being understood that purchases of Term Loans by the Borrower shall not constitute Investments). The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article X and Section 11.04 mutatis mutandis as if each reference therein to the “Agent” were a reference to the Auction Manager, and the Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction.

Term Loan Repurchases. (a) Notwithstanding anything to the contrary contained in any Loan Document, the Borrower Company may conduct reverse Dutch auctions from time to time in order to purchase Add-On Term Loans (each, an “Auction”) (each such Auction to be managed exclusively by the Agent (if it consents to do so in its sole discretion) or another investment bank(s) of recognized standing selected by the Borrower Company following consultation with the Agent (in such capacity, the “Auction Manager”)) in an aggregate amount not to exceed $60,000,000), 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 2.22 and Schedule 2.192.22; (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 Add-On Term Loans in connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of Add-On Term Loans that the Borrower Company offers to purchase in any such Auction shall be no less than $10,000,000 50,000,000 (unless another amount is agreed to by the AgentAuction Manager); (iv) both immediately before and immediately after giving effect to any purchase of Add-On Term Loans pursuant to this SectionSection 2.22, (A) the Borrower there shall be in compliance with the covenants set forth in Sections 8.09 and 8.10 as of the last day of the most recent fiscal quarter for which internal financial statements are available, and (B) Available Liquidity would exceed the Aggregate no Revolving CommitmentLoans outstanding; (v) the aggregate principal amount (calculated on the face amount thereof) of all Add-On Term Loans so purchased by the Borrower Company shall automatically be cancelled and retired by the Borrower Company on the settlement date of the relevant purchase (and may not be resold); (vi) prior to commencing an Auction, the Company shall have discussed the same with S&P, Xxxxx’x and Fitch; (vii) no more than one Auction may be ongoing at any one time; (viiviii) the Borrower shall represent Company represents and warrant warrants that no Loan Party Borrower shall have any MNPI that both (A) has not been previously disclosed in writing to the Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time time, and (B) could reasonably be expected to have a material effect upon, or otherwise be material material, to a Lender’s decision to participate in the Auction; and (viiiix) at the time of each purchase of Add-On Term Loans through an Auction, the Borrower Company shall have delivered to the Auction Manager an officer’s certificate of a Responsible Officer of the Company certifying as to compliance with the preceding clauses (i) through (viiviii). (b) The Borrower Company 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 Add-On Term Loans pursuant to the respective Auction. If the Borrower Company 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 Company reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the purchase of Add-On Term Loans pursuant to such Auction shall be satisfied, then the Borrower Company shall have no liability to any Term Lender or any other Person for any termination of 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 Add-On Term Loans pursuant to the respective Auction, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Add-On Term Loans made by the Borrower Company pursuant to this SectionSection 2.22, (i) the Borrower Company 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 offer documentsdocuments for such Auction), if any, on the purchased Add-On Term Loans up to the settlement date of such purchase purchase, and (ii) such purchases (and the payments made by the Borrower Company and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not be subject to the terms and conditions constitute optional or mandatory payments or prepayments for purposes of Section 2.08 Sections 2.10 or 2.092.11. (c) The Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section 2.22 (provided that provided, that, no Lender shall have any obligation to participate in any such Auctions) and hereby waive the requirements of any provision of any Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this SectionSection 2.22, including Sections 2.082.10, 2.09 2.11 and 2.16 2.18 (it being understood that purchases of Add-On Term Loans by the Borrower Company shall not constitute Investments). The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article X and Section 11.04 mutatis mutandis as if each reference therein to the “Agent” were a reference to the Auction Manager, and the Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction.

Term Loan Repurchases. (a) Notwithstanding anything Subject to the contrary contained in any Loan Documentterms and conditions set forth or referred to below, (x) each of Holdings, the Borrower Borrower, the Sponsor or any of their respective Affiliates (including any of the Subsidiaries of Holdings or the Borrower, collectively, the “Affiliated Lenders” and each an “Affiliated Lender”) may conduct reverse Dutch auctions from time to time time, at its discretion, conduct modified Dutch auctions in order to purchase Term Loans (each, an a “AuctionDutch Auction Purchase Offer”) (), each such Dutch Auction Purchase Offer to be managed exclusively by the Agent (if it consents to do so in its sole discretion) an Affiliate of Jefferies Finance or another investment bank(s) bank of recognized standing selected by the Borrower following consultation with the Administrative Agent (in such capacity, the “Auction Manager”), and (y) in each of the Sponsor or its Affiliates (excluding Holdings, the Borrower and any Subsidiaries of Holdings or the Borrower, collectively, the “Affiliated Sponsor Lenders” and each an aggregate amount not “Affiliated Sponsor Lender” and, together with any Affiliated Lenders, the “Affiliated Persons”) may from time to exceed $60,000,000time purchase Term Loans on the open market (each, an “Open Market Purchase Offer” and together with a Dutch Auction Purchase Offer, the “Purchase Offers”), so long as in each case the following conditions (to the extent applicable) are satisfied: (i) each Dutch Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.15 and Schedule 2.19the Auction Procedures; (ii) in the case of any Dutch Auction Purchase Offer, no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each the applicable Auction Notice and at the time of purchase of any Term Loans in connection with any AuctionNotice; (iii) each Dutch Auction Purchase Offer shall be open and offered to all Lenders (or all Lenders of a particular Class) on a pro rata basis; (iv) the minimum maximum principal amount (calculated on the face amount thereof) of Term Loans that the Borrower offers Affiliated Persons offer to purchase in any such Dutch Auction Purchase Offer shall be no less than $10,000,000 (unless another amount is agreed to by the Administrative Agent); (ivv) both immediately before and after giving effect to any the purchase of Term Loans pursuant to this Section, (A) the Borrower Section 2.15 shall not be in compliance permitted to be funded with the covenants set forth in Sections 8.09 and 8.10 as proceeds of contemporaneous borrowings under the last day of the most recent fiscal quarter for which internal financial statements are available, and (B) Available Liquidity would exceed the Aggregate Revolving CommitmentABL Credit Agreement; (vvi) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Borrower or any of their Subsidiaries pursuant to any Dutch Auction Purchase Offer shall automatically be cancelled and retired by Holdings, the Borrower or the respective Subsidiary, as applicable, on the settlement date of the relevant purchase (and may not be resold); (vivii) no notwithstanding anything to the contrary contained in this Agreement, the Affiliated Sponsor Lenders shall not be permitted to hold an aggregate principal amount of outstanding Term Loans that represents more than one Auction may be ongoing 25% of the aggregate principal amount of all outstanding Term Loans at any one time; (viiviii) the Borrower each Affiliated Person that is purchasing loans in connection with a Dutch Auction Purchase Offer shall represent and warrant (or shall disclose that no Loan Party shall it cannot represent and warrant) as of the date of such purchase that such Affiliated Person does not have any MNPI Borrower Restricted Information that both (A) has not been previously disclosed in writing to the Agent and the Lenders assigning Lender(s) (other than because such Lender does not wish to to, or has elected not to, receive such MNPIBorrower Restricted Information) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material to to, a Lender’s decision to participate assign Term Loans in the Auctionsuch Purchase Offer; and (viiiix) at the time of each purchase of Term Loans through an Auctiona Dutch Auction Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of a Responsible an Authorized Officer certifying as to compliance with the preceding clauses (iv) through (vii)) in each case to the extent applicable. (b) The Borrower relevant Affiliated Person must terminate an Auction any Purchase Offer 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 scheduled time of purchase of Term Loans pursuant to the respective Auctionsuch Purchase Offer. 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 Loans pursuant to such Auction shall be satisfied, then the Borrower Such Affiliated Person shall have no liability to any Term Lender or any other Person for any termination of the respective Auction such Purchase Offer 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 scheduled time of purchase consummation of Term Loans pursuant to the respective Auctionsuch Purchase Offer, and any such failure termination shall not not, in and of itself, result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by Holdings, the Borrower or any of their Subsidiaries pursuant to this SectionSection 2.15, (ix) the Borrower applicable Affiliated Person 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 offer documentsoffering documents or assignment documents relating to such Purchase Offer), if any, on the purchased Term Loans up to the settlement date of such purchase and (iiy) such purchases (and the payments made by the Borrower such Affiliated Person and the any cancellation of the purchased Term Loans, in each case in connection therewith) shall not be subject to the terms and conditions of constitute voluntary or mandatory payments or prepayments under Section 2.08 4.01 or 2.09Section 4.02 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Auctions Purchase Offers and the other transactions contemplated by effected pursuant to and in accordance with the terms of this Section 2.15 (provided that no Lender shall have any an obligation to participate in any such Auctions) Purchase Offer). For the avoidance of doubt, it is understood and hereby waive agreed that the requirements provisions of any provision of any Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section, including Sections 2.08, 2.09 Section 12.04 and 2.16 (it being understood that Section 12.06 will not apply to the purchases of Term Loans by pursuant to Purchase Offers made pursuant to and in accordance with the Borrower shall not constitute Investments)provisions of this Section 2.15 or any forgiveness or cancellation of Term Loans provided for in clause (b) above. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article X Section 11 and Section 11.04 mutatis mutandis 12.02 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each AuctionPurchase Offer. (d) Notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, Holdings, the Borrower and each Affiliated Sponsor Lender becoming a Lender hereby agree that (i) each Affiliated Sponsor Lender’s voting rights as a Lender in respect of the Credit Documents are limited as, and to the extent, set forth herein (including in the definition of “Required Lenders” appearing in Section 1.01); provided that no amendment, modification, waiver or consent in respect of Sections 10.03 or 12.06, to the extent that such amendment, modification, waiver or consent disproportionately and adversely affects such Affiliated Sponsor Lender, shall be effective without the consent of such Affiliated Sponsor Lender (and no Affiliated Sponsor Lender shall be bound to any amendment or waiver that requires the consent of each Lender, or each affected Lender, pursuant to Section 12.12 without its consent), (ii) each Affiliated Sponsor Lender waives its right in its capacity as a Lender to receive information (other than administrative information such as notifications under this Section 2) not prepared by (or on behalf of) Holdings or the Borrower from the Administrative Agent, the Collateral Agent or any other Lender under or in connection with the Credit Documents otherwise delivered or required to be delivered to each Lender (and not delivered to Holdings or the Borrower) and attend any meeting or conference call with the Administrative Agent, the Collateral Agent or any Lender in respect of the Credit Documents but in which neither Holdings nor the Borrower participates and to receive advice of counsel to the Administrative Agent or the Lenders or challenge any related attorney client privilege, (iii) at the time of each assignment to an assignee that is an Affiliated Sponsor Lender, such assignee shall identify itself as an Affiliate Lender by notifying the Administrative Agent thereof in writing, (iv) no Affiliated Sponsor Lender shall make or bring any claim, in its capacity as a Lender, against the Administrative Agent, the Collateral Agent or any Lender with respect to the duties and obligations of such Persons under the Credit Documents (except for gross negligence, bad faith or willful misconduct or failure to deliver distributions (including principal and interest) to an Affiliated Sponsor Lender in accordance with the terms of the Credit Documents or breach of provisions specifically impacting such Affiliated Sponsor Lender in its capacity as such under the Credit Documents) and (v) no Affiliated Sponsor Lender shall have any right to vote the Term Loans held by such Affiliated Sponsor Lender in any bankruptcy or insolvency proceeding or any other proceeding of the nature described in Section 10.01(e). (e) Subject to the terms and conditions set forth or referred to below, each of Holdings and its Subsidiaries (collectively, the “Borrower Purchasing Parties”) may from time to time purchase Term Loans on the open market (each, a “Borrower Party Purchase Offer”), so long as in each case the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing on the date of such purchase or would result therefrom; (ii) the purchase of Term Loans pursuant to this Section 2.15(e) shall not be permitted to be funded with the proceeds of contemporaneous borrowings under the ABL Credit Agreement; (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans purchased by Holdings, the Borrower or any of their Subsidiaries pursuant to such Borrower Party Purchase Offer shall automatically be cancelled and retired by Holdings, the Borrower or the respective Subsidiary, as applicable, on the settlement date of the relevant purchase (and may not be resold); and (iv) each Borrower Purchasing Party that is purchasing loans in connection with a Borrower Party Purchase Offer shall represent and warrant (or shall disclose that it cannot represent and warrant) as of the date of such purchase that such Affiliated Person does not have any Borrower Restricted Information that (A) has not been previously disclosed in writing to the assigning Lender(s) (other than because such Lender does not wish to, or has elected not to, receive such Borrower Restricted Information) 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 assign Term Loans in such Purchase Offer.

Term Loan Repurchases. (a) Notwithstanding anything Subject to the contrary contained in any Loan Documentterms and conditions set forth or referred to below, each of Holdings, the Borrower and any of the Subsidiaries of Holdings or the Borrower (collectively, the “Affiliated Lenders” and each an “Affiliated Lender”) may conduct reverse Dutch auctions from time to time time, at its discretion, conduct modified Dutch auctions in order to purchase Term Loans (each, an a “AuctionDutch Auction Purchase Offer” or a “Purchase Offer”) (), each such Dutch Auction Purchase Offer to be managed exclusively by the Administrative Agent (if it consents to do so the extent agreed to by the Administrative Agent in writing in its sole discretion) or another an investment bank(s) bank of recognized standing selected by the Borrower following consultation with the Agent Required Lenders (in such capacity, the “Auction Manager”)) in an aggregate amount not to exceed $60,000,000, so long as the following conditions (to the extent applicable) are satisfied: (i) each Dutch Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.15 and Schedule 2.19the Auction Procedures; (ii) in the case of any Dutch Auction Purchase Offer, no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each the applicable Auction Notice and at the time of purchase of any Term Loans in connection with any AuctionNotice; (iii) each Dutch Auction Purchase Offer shall be open and offered to all Lenders (or all Lenders of a particular Class) on a pro rata basis; (iv) the minimum maximum principal amount (calculated on the face amount thereof) of Term Loans that the Borrower offers Affiliated Lenders offer to purchase in any such Dutch Auction Purchase Offer shall be no less than $10,000,000 5,000,000 (unless another amount is agreed to by the Administrative Agent); (ivv) both immediately before and after giving effect to any the purchase of Term Loans pursuant to this Section, (A) the Borrower Section 2.15 shall not be in compliance permitted to be funded with the covenants set forth in Sections 8.09 and 8.10 as proceeds of contemporaneous borrowings under the last day of the most recent fiscal quarter for which internal financial statements are available, and (B) Available Liquidity would exceed the Aggregate Revolving CommitmentABL Credit Agreement; (vvi) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Borrower or any of their Subsidiaries pursuant to any Dutch Auction Purchase Offer shall automatically be cancelled and retired by Holdings, the Borrower or the respective Subsidiary, as applicable, on the settlement date of the relevant purchase (and may not be resold); (vivii) no more than one Auction may be ongoing at any one time[reserved]; (viiviii) the Borrower shall represent and warrant that no Loan Party shall have any MNPI that both (A) has not been previously disclosed in writing to the 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 be material to a Lender’s decision to participate in the Auction[reserved]; and (viiiix) at the time of each purchase of Term Loans through an Auctiona Dutch Auction Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of a Responsible an Authorized Officer certifying as to compliance with the preceding clauses (iv) through (vii)) in each case to the extent applicable. (b) The Borrower relevant Affiliated Lender must terminate an Auction any Purchase Offer 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 scheduled time of purchase of Term Loans pursuant to the respective Auctionsuch Purchase Offer. 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 Loans pursuant to such Auction shall be satisfied, then the Borrower Such Affiliated Lender shall have no liability to any Term Lender or any other Person for any termination of the respective Auction such Purchase Offer 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 scheduled time of purchase consummation of Term Loans pursuant to the respective Auctionsuch Purchase Offer, and any such failure termination shall not not, in and of itself, result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by Holdings, the Borrower or any of their Subsidiaries pursuant to this SectionSection 2.15, (ix) the Borrower applicable Affiliated Lender 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 offer documentsoffering documents or assignment documents relating to such Purchase Offer), if any, on the purchased Term Loans up to the settlement date of such purchase and (iiy) such purchases (and the payments made by the Borrower such Affiliated Lender and the any cancellation of the purchased Term Loans, in each case in connection therewith) shall not be subject to the terms and conditions of constitute voluntary or mandatory payments or prepayments under Section 2.08 4.01 or 2.09Section 4.02 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Auctions Purchase Offers and the other transactions contemplated by effected pursuant to and in accordance with the terms of this Section 2.15 (provided that no Lender shall have any an obligation to participate in any such Auctions) Purchase Offer). For the avoidance of doubt, it is understood and hereby waive agreed that the requirements provisions of any provision of any Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section, including Sections 2.08, 2.09 Section 12.04 and 2.16 (it being understood that Section 12.06 will not apply to the purchases of Term Loans by pursuant to Purchase Offers made pursuant to and in accordance with the Borrower shall not constitute Investments)provisions of this Section 2.15 or any forgiveness or cancellation of Term Loans provided for in clause (b) above. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article X Section 11 and Section 11.04 mutatis mutandis 12.02 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each AuctionPurchase Offer. (d) [Reserved]. (e) Subject to the terms and conditions set forth or referred to below, each of Holdings and its Subsidiaries (collectively, the “Borrower Purchasing Parties”) may from time to time purchase Term Loans on the open market (each, a “Borrower Party Purchase Offer”), so long as in each case the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing on the date of such purchase or would result therefrom; (ii) the purchase of Term Loans pursuant to this Section 2.15(e) shall not be permitted to be funded with the proceeds of contemporaneous borrowings under the ABL Credit Agreement; and (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans purchased by Holdings, the Borrower or any of their Subsidiaries pursuant to such Borrower Party Purchase Offer shall automatically be cancelled and retired by Holdings, the Borrower or the respective Subsidiary, as applicable, on the settlement date of the relevant purchase (and may not be resold).

Term Loan Repurchases. (a) Notwithstanding anything Subject to the contrary contained in any Loan Documentterms and conditions set forth or referred to below, (x) each of Holdings, the Borrower Borrower, the Sponsor or any of their respective Affiliates (including any of the Subsidiaries of Holdings or the Borrower, collectively, the “Affiliated Lenders” and each an “Affiliated Lender”) may conduct reverse Dutch auctions from time to time time, at its discretion, conduct modified Dutch auctions in order to purchase Term Loans (each, an a “AuctionDutch Auction Purchase Offer”) (), each such Dutch Auction Purchase Offer to be managed exclusively by the Administrative Agent (if it consents to do so the extent agreed to by the Administrative Agent in writing in its sole discretion) or another an investment bank(s) bank of recognized standing selected by the Borrower following consultation with the Agent Required Lenders (in such capacity, the “Auction Manager”), and (y) in each of the Sponsor or its Affiliates (excluding Holdings, the Borrower and any Subsidiaries of Holdings or the Borrower, collectively, the “Affiliated Sponsor Lenders” and each an aggregate amount not “Affiliated Sponsor Lender” and, together with any Affiliated Lenders, the “Affiliated Persons”) may from time to exceed $60,000,000time purchase Term Loans on the open market (each, an “Open Market Purchase Offer” and together with a Dutch Auction Purchase Offer, the “Purchase Offers”), so long as in each case the following conditions (to the extent applicable) are satisfied: (i) each Dutch Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.15 and Schedule 2.19the 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 and at the time of purchase of any Term Loans in connection with any Auction[reserved]; (iii) each Dutch Auction Purchase Offer shall be open and offered to all Lenders (or all Lenders of a particular Class) on a pro rata basis; (iv) the minimum maximum principal amount (calculated on the face amount thereof) of Term Loans that the Borrower offers Affiliated Persons offer to purchase in any such Dutch Auction Purchase Offer shall be no less than $10,000,000 (unless another amount is agreed to by the Administrative Agent)) or, if less, the aggregate outstanding principal amount of Term Loans; (ivv) both immediately before and after giving effect to any the purchase of Term Loans pursuant to this Section, (A) the Borrower Section 2.15 shall not be in compliance permitted to be funded with the covenants set forth in Sections 8.09 and 8.10 as proceeds of contemporaneous borrowings under the last day of the most recent fiscal quarter for which internal financial statements are available, and (B) Available Liquidity would exceed the Aggregate Revolving CommitmentABL Credit Agreement; (vvi) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Borrower or any of their Subsidiaries pursuant to any Dutch Auction Purchase Offer shall automatically be cancelled and retired by Holdings, the Borrower or the respective Subsidiary, as applicable, on the settlement date of the relevant purchase (and may not be resold); (vivii) no more than one Auction may be ongoing at any one time[reserved]; (viiviii) the Borrower shall represent and warrant that no Loan Party shall have any MNPI that both (A) has not been previously disclosed in writing to the 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 be material to a Lender’s decision to participate in the Auction[reserved]; and (viiiix) at the time of each purchase of Term Loans through an Auctiona Dutch Auction Purchase Offer, the Borrower shall have delivered to the Auction Manager an officer’s certificate of a Responsible an Authorized Officer certifying as to compliance with the preceding clauses (iv) through (vii)) in each case to the extent applicable. (b) The Borrower relevant Affiliated Person must terminate an Auction any Purchase Offer 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 scheduled time of purchase of Term Loans pursuant to the respective Auctionsuch Purchase Offer. 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 Loans pursuant to such Auction shall be satisfied, then the Borrower Such Affiliated Person shall have no liability to any Term Lender or any other Person for any termination of the respective Auction such Purchase Offer 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 scheduled time of purchase consummation of Term Loans pursuant to the respective Auctionsuch Purchase Offer, and any such failure termination shall not not, in and of itself, result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by Holdings, the Borrower or any of their Subsidiaries pursuant to this SectionSection 2.15, (ix) the Borrower applicable Affiliated Person 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 offer documentsoffering documents or assignment documents relating to such Purchase Offer), if any, on the purchased Term Loans up to the settlement date of such purchase and (iiy) such purchases (and the payments made by the Borrower such Affiliated Person and the any cancellation of the purchased Term Loans, in each case in connection therewith) shall not be subject to the terms and conditions of constitute voluntary or mandatory payments or prepayments under Section 2.08 4.01 or 2.09Section 4.02 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Auctions Purchase Offers and the other transactions contemplated by effected pursuant to and in accordance with the terms of this Section 2.15 (provided that no Lender shall have any an obligation to participate in any such Auctions) Purchase Offer). For the avoidance of doubt, it is understood and hereby waive agreed that the requirements provisions of any provision of any Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section, including Sections 2.08, 2.09 Section 12.04 and 2.16 (it being understood that Section 12.06 will not apply to the purchases of Term Loans by pursuant to Purchase Offers made pursuant to and in accordance with the Borrower shall not constitute Investments)provisions of this Section 2.15 or any forgiveness or cancellation of Term Loans provided for in clause (b) above. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article X Section 11 and Section 11.04 mutatis mutandis 12.02 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each AuctionPurchase Offer. (d) Notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, Holdings, the Borrower and each Affiliated Sponsor Lender becoming a Lender hereby agree that (i) each Affiliated Sponsor Lender’s voting rights as a Lender in respect of the Credit Documents are limited as, and to the extent, set forth herein (including in the definition of “Required Lenders” appearing in Section 1.01); provided, that no amendment, modification, waiver or consent in respect of Sections 10.03 or 12.06, to the extent that such amendment, modification, waiver or consent disproportionately and adversely affects such Affiliated Sponsor Lender, shall be effective without the consent of such Affiliated Sponsor Lender (and no Affiliated Sponsor Lender shall be bound to any amendment or waiver that requires the consent of each Lender, or each affected Lender, pursuant to Section 12.12 without its consent), (ii) each Affiliated Sponsor Lender waives its right in its capacity as a Lender to receive information (other than administrative information such as notifications under this Section 2) not prepared by (or on behalf of) Holdings or the Borrower from the Administrative Agent, the Collateral Agent or any other Lender under or in connection with the Credit Documents otherwise delivered or required to be delivered to each Lender (and not delivered to Holdings or the Borrower) and attend any meeting or conference call with the Administrative Agent, the Collateral Agent or any Lender in respect of the Credit Documents but in which neither Holdings nor the Borrower participates and to receive advice of counsel to the Administrative Agent or the Lenders or challenge any related attorney client privilege, (iii) at the time of each assignment to an assignee that is an Affiliated Sponsor Lender, such assignee shall identify itself as an Affiliate Lender by notifying the Administrative Agent thereof in writing in the applicable Assignment and Assumption Agreement, (iv) no Affiliated Sponsor Lender shall make or bring any claim, in its capacity as a Lender, against the Administrative Agent, the Collateral Agent or any Lender with respect to the duties and obligations of such Persons under the Credit Documents (except for gross negligence or willful misconduct or failure to deliver to such Affiliated Sponsor Lender its pro rata portion of distributions (including principal and interest) received from a Credit Party in accordance with the terms of the Credit Documents or (other than in the case of the Administrative Agent and Collateral Agent) breach of provisions specifically impacting such Affiliated Sponsor Lender in its capacity as such under the Credit Documents) and (v) no Affiliated Sponsor Lender shall have any right to, and each Affiliated Lender agrees that is shall not, vote the Term Loans held by such Affiliated Sponsor Lender in connection with any plan of reorganization or similar dispositive restructuring plan in any bankruptcy or insolvency proceeding or any other proceeding of the nature described in Section 10.01(e). (e) Subject to the terms and conditions set forth or referred to below, each of Holdings and its Subsidiaries (collectively, the “Borrower Purchasing Parties”) may from time to time purchase Term Loans on the open market (each, a “Borrower Party Purchase Offer”), including pursuant to (x) to the Closing Date Open Market Purchase Agreements or (y) any other privately negotiated open-market transactions at, below or above par for cash, securities or any other consideration with one or more Lenders, so long as in each case the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing on the date of such purchase or would result therefrom; (ii) the purchase of Term Loans pursuant to this Section 2.15(e) shall not be permitted to be funded with the proceeds of contemporaneous borrowings under the ABL Credit Agreement; (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans purchased by Holdings, the Borrower or any of their Subsidiaries pursuant to such Borrower Party Purchase Offer shall automatically be cancelled and retired by Holdings, the Borrower or the respective Subsidiary, as applicable, on the settlement date of the relevant purchase (and may not be resold); and (iv) solely prior to the Second Amendment Effective Date, each Borrower Purchasing Party that is purchasing loans in connection with a Borrower Party Purchase Offer shall represent and warrant (or shall disclose that it cannot represent and warrant) as of the date of such purchase that such Affiliated Person does not have any Borrower Restricted Information that (A) has not been previously disclosed in writing to the assigning Lender(s) (other than because such Lender does not wish to, or has elected not to, receive such Borrower Restricted Information) 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 assign Term Loans in such Purchase Offer.

Term Loan Repurchases. (a) Notwithstanding anything to the contrary contained in this Section 11.2 or any Loan Documentother provision of this Agreement, the Borrower Borrowers may repurchase outstanding Term Loans, and each Term Lender shall have the right at any time to sell, assign or transfer all or a portion of its Term Loans to the Borrowers, in each case, on a non-pro rata basis (I) through open-market purchases; provided that (1) at the time of the commencement and conclusion of each open-market purchase, no Event of Default shall have occurred and be continuing, (2) the Revolving Facility may not be utilized to consummate such repurchase, (3) any cancellation of Indebtedness income arising from such repurchase will not increase the calculation under this Agreement of consolidated EBITDA and (4) all such repurchased Term Loans will be automatically cancelled upon such repurchase, or (II) on the following basis: (i) Term Loan Repurchase Auctions. The Borrowers may conduct reverse one or more modified Dutch auctions from time to time in order to purchase Term Loans (each, an “Auction”) to repurchase all or any portion of the Term Loans; provided that (1) each Borrower delivers a notice of such Auction to be managed exclusively by the Auction Manager and the Term Loan Administrative Agent (if it consents for distribution to do so the Term Lenders) no later than 2:00 p.m. (New York time) at least five Business Days in its sole discretionadvance of a proposed commencement date of such Auction, which notice shall specify (x) or another investment bank(sthe dates on which such Auction will commence and conclude, (y) the maximum principal amount of recognized standing selected by the Term Loans that such Borrower following consultation with the Agent (desires to repurchase in such capacityAuction and (z) the range of discounts to par at which such Borrower would be willing to repurchase the applicable Term Loans, (2) the “Auction Manager”)) in an aggregate maximum dollar amount not to exceed $60,000,000, so long as the following conditions are satisfied: (i) each of such Auction shall be conducted no less than an aggregate $10,000,000.00 or an integral multiple of $1,000,000.00 in accordance excess thereof, (3) such Auction shall be open for at least two Business Days after the date of the commencement thereof, (4) such Auction shall be open for participation by all the applicable Term Lenders on a ratable basis, (5) an applicable Term Lender that elects to participate in such Auction will be permitted to tender for repurchase all or a portion of such Term Lender’s Term Loans, (6) each repurchase of Term Loans shall be of a uniform, and not varying, percentage of all rights of the assigning Term Lender hereunder with respect thereto, (7) at the procedurestime of the commencement and conclusion of such Auction, terms and conditions set forth in this Section and Schedule 2.19; (ii) no Default or Event of Default shall have occurred and be continuing on continuing, (8) such Auction shall be conducted pursuant to such procedures as the date Auction Manager may establish, so long as such procedures are consistent with this Section 11.2(i) and are reasonably acceptable to the Term Loan Administrative Agent and the Borrowers, (9) the Revolving Facility may not be utilized to consummate such repurchase, (10) any cancellation of Indebtedness income arising from such repurchase will not increase the delivery calculation under this Agreement of each Auction Notice consolidated EBITDA and at the time of purchase of any (11) all such repurchased Term Loans in will be automatically cancelled upon such repurchase. In connection with any Auction; (iii) the minimum principal amount (calculated on the face amount thereof) of Term Loans that the Borrower offers to purchase in any such Auction shall be no less than $10,000,000 (unless another amount is agreed to by the Agent); (iv) both immediately before and after giving effect to any purchase of Term Loans pursuant to this Section, (A) the Borrower shall be in compliance with the covenants set forth in Sections 8.09 and 8.10 as of the last day of the most recent fiscal quarter for which internal financial statements are available, and (B) Available Liquidity would exceed the Aggregate Revolving Commitment; (v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by the Borrower 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 represent and warrant that no Loan Party shall have any MNPI that both (A) has not been previously disclosed in writing to the 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 be material to a Lender’s decision to participate in the Auction; 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 and the Term Loan Administrative Agent may request one or more certificates of a Responsible Officer certifying of the Parent and the Borrowers as to compliance with the preceding clauses (i) through (vii). (b) The Borrower must terminate an Auction if it fails to satisfy one or more satisfaction of the conditions set forth in clause (7) 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 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 Loans pursuant to such Auction shall be satisfied, then the Borrower shall have no liability to any Term Lender or any other Person for any termination of 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 respective Auction, 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, (i) the Borrower 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 offer documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (ii) such purchases (and the payments made by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not be subject to the terms and conditions of Section 2.08 or 2.09. (c) The Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this Section (provided that no Lender shall have any obligation to participate in any such Auctions) and hereby waive the requirements of any provision of any Loan Document that may otherwise prohibit any Auction or any other transaction contemplated by this Section, including Sections 2.08, 2.09 and 2.16 (it being understood that purchases of Term Loans by the Borrower shall not constitute Investments). The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article X and Section 11.04 mutatis mutandis as if each reference therein to the “Agent” were a reference to the Auction Manager, and the Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction.11.2(i)(ii).¶