Borrower shall conduct one or more modified Dutch auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans, provided that, # notice of and invitation to the Auction shall be made to all Term Loan Lenders and # the Auction shall be conducted pursuant to such procedures as the Auction Manager may establish which are consistent with this [Section 12.9(e)] and are otherwise reasonably acceptable to Borrower, the Auction Manager and the Administrative Agent;
Subject to the terms and conditions set forth or referred to below, a Purchasing Borrower Party may from time to time, in its discretion, conduct modified Dutch auctions to make Auction Purchase Offers, each such Auction Purchase Offer to be managed by an investment bank of recognized standing selected by the Borrower following consultation with the Administrative Agent (in such capacity, the “Auction Manager”) and to be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.25 and the Auction Procedures, in each case, so long as the following conditions are satisfied:
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