Common use of Repayment of Swingline Loans Clause in Contracts

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Swingline Lender by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing and, in such event, the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Base Rate Loans in the Dollar Amount of such Swingline Loans one Business Day prior to each of (1) the Maturity Date, (2) the occurrence of any Event of Default described in Section 7.1(e), (3) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such deemed request on account of each Mandatory Borrowing in the Dollar Amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (A) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B) whether any conditions specified in Section 4.2 are then satisfied, (C) whether a Default or an Event of Default then exists, (D) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E) the date of such Mandatory Borrowing, or (F) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e)Bankruptcy Event, (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same date such notice is received by the Revolving Lenders from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the date such notice is received notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interest in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interest is purchased, and (By) at the time any purchase of participations a Participation Interest pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation Participation Interest purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interest, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate. The Borrower shall have the right to repay the Swingline Loan in whole or in part from time to time; provided, however; that each partial repayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount).

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three fifteen (315) days after demand therefor by the following such borrowing. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e)Bankruptcy Event, (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same date such notice is received by the Revolving Lenders from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the date such notice is received notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interest in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interest is purchased, and (By) at the time any purchase of participations a Participation Interest pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation Participation Interest purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interest, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate. The Borrower shall have the right to repay the Swingline Loan in whole or in part from time to time in accordance with Section 2.7(a).

Repayment of Swingline Loans. Each The Borrower hereby promises to pay the outstanding principal amount of each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor maturity date agreed to by the Swingline Lender and the Borrower with respect to such Loan or (B) the Maturity Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoingLenders, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andadvance, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing advance comprised entirely solely of Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; PROVIDED, HOWEVER, that any such demand shall be deemed to have been given one Business Day prior to each of (1) the Maturity Date, (2) Date and on the date of the occurrence of any Event of Default described in Section 7.1(e), (3) 9.1 and upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default indebtedness hereunder and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”)9.2. Each Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans promptly upon any such deemed request on account of each Mandatory Borrowing Loan in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding NOTWITHSTANDING (AI) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 5.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for a Revolving Loans Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (EV) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewithwith such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interests in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage of the Revolving Committed Amount (determined before giving effect to any termination of the Commitments pursuant to Section 7.23.4), provided PROVIDED that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interest is purchased, purchased and (B) at the time any purchase of participations Participation Interests pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrower in accordance with the terms of subsection (c)(ii) below, interest on the principal amount of such participation Participation Interests purchased for each day from and including the day upon which the Mandatory Borrowing such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, to the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Revolver Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower Company and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower Company shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Revolver Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e)Bankruptcy Event, (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same date such notice is received by the Revolving Lenders from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 Noon on the Business Day next succeeding the date such notice is received notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Borrowers on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (By) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each The principal amount of all Swingline Loan borrowing Loans shall be due and payable on the earlier of (A) a date that is seven (7) Business Days from the Swingline Maturity Date and date of advance thereof or (B) three (3) days after demand therefor by the Maturity Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoingLenders, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andadvance, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing advance comprised entirely solely of Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to each of (1) the Maturity Date, (2) Date and on the date of the occurrence of any Event of Default described in Section 7.1(e), (3) 9.1 and upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default Indebtedness hereunder and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”)9.2. Each Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans promptly upon any such deemed request on account of each Mandatory Borrowing Loan in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (A) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (B) whether any conditions specified in Section 4.2 5.2 are then satisfied, (C) whether a Default or an Event of Default then exists, (D) failure of any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (E) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (F) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewithwith such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2)Revolving Committed Amount, provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, purchased and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender in accordance with the terms of subsection (c)(ii) hereof, interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing such borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, to the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each The principal amount of all Swingline Loan borrowing Loans shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor maturity date agreed to by the Swingline Lender and the Borrower with respect to such Loan (which maturity date shall not be a date more than ten (10) Business Days from the date of advance thereof) or (B) the Maturity Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoingRevolving Lenders, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andadvance, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing advance comprised entirely solely of Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to each of (1) the Maturity Date, (2) Date and on the date of the occurrence of any Event of Default described in Section 7.1(e), (3) 9.1 and upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default indebtedness hereunder and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”)9.2. Each Revolving Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans promptly upon any such deemed request on account of each Mandatory Borrowing Loan in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 5.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (EV) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewithwith such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interests in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage of the Revolving Committed Amount (determined before giving effect to any termination of the Commitments pursuant to Section 7.23.4), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interest is purchased, purchased and (B) at the time any purchase of participations Participation Interests pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrower in accordance with the terms of subsection (c)(ii) below, interest on the principal amount of such participation Participation Interests purchased for each day from and including the day upon which the Mandatory Borrowing such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, to the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each The principal amount of all Swingline Loan borrowing Loans shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor maturity date agreed to by the Swingline Lender and the Borrower with respect to such Loan (which maturity date shall not be a date more than ten (10) Business Days from the date of advance thereof) or (B) the Revolving Maturity Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoingRevolving Lenders, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andadvance, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing advance comprised entirely solely of Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to each the Revolving Maturity Date and on the date of (1) the Maturity Date, (2) the occurrence of any Event of Default described in Section 7.1(e), (3) 9.1 and upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default indebtedness hereunder and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”)9.2. Each Revolving Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans promptly upon any such deemed request on account of each Mandatory Borrowing Loan in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 5.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (EV) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewithwith such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interests in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage of the Revolving Committed Amount (determined before giving effect to any termination of the Commitments pursuant to Section 7.23.4), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interest is purchased, purchased and (B) at the time any purchase of participations Participation Interests pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrower in accordance with the terms of subsection (c)(ii) below, interest on the principal amount of such participation Participation Interests purchased for each day from and including the day upon which the Mandatory Borrowing such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, to the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three fifteen (315) days after demand therefor by the following such borrowing. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower Company and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower Borrowers shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e)Bankruptcy Event, (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same date such notice is received by the Revolving Lenders from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the date such notice is received notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Borrowers on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interest in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interest is purchased, and (By) at the time any purchase of participations a Participation Interest pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation Participation Interest purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interest, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate. The Borrowers shall have the right to repay the Swingline Loan in whole or in part from time to time in accordance with Section 2.7(a).

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e)Bankruptcy Event, (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same date such notice is received by the Revolving Lenders from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the date such notice is received notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interest in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interest is purchased, and (By) at the time any purchase of participations a Participation Interest pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation Participation Interest purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interest, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate. The Borrower shall have the right to repay the Swingline Loan in whole or in part from time to time subject to Section 2.15 but otherwise without premium or penalty; provided, however; that each partial repayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount).

Repayment of Swingline Loans. Each The Borrowers shall repay each Swingline Loan borrowing shall be due and payable on the earlier to occur of (A) the date fifteen (15) Business Days after such Swingline Maturity Date and Loan is made or (B) three (3) days after demand therefor by the Termination Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoingBorrowers, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its their Swingline Loans by way of a Revolving Loan borrowing andadvance, in such event, which case the Borrower Borrowers shall be deemed to have requested a Revolving Loan borrowing advance comprised entirely solely of Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to each the Termination Date and on the date of (1) the Maturity Date, (2) the occurrence of any Event of Default described in Section 7.1(e), (3) 9.1 and upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default Indebtedness hereunder and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”)9.2. Each Lender Revolving Lender, if so directed by the Administrative Agent in writing, hereby irrevocably agrees to make its pro rata share of each such Revolving Loans promptly upon any such deemed request on account of each Mandatory Borrowing Loan in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 5.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (EV) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewithwith or after such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to either of the BorrowerBorrowers or any other Credit Party), then each Revolving Lender hereby agrees that it shall forthwith upon written notice of the unavailability of a Revolving Loan and request for participation purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Borrowers on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interests in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.23.4), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is Participation Interests are purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e), (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (EV) the date of such Mandatory Borrowing, or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (By) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Revolver Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Revolver Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e)Bankruptcy Event, (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same date such notice is received by the Revolving Lenders from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the date such notice is received notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interest in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interest is purchased, and (By) at the time any purchase of participations a Participation Interest pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation Participation Interest purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interest, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate. The Borrower shall have the right to repay the Swingline Loan in whole or in part from time to time; provided, however; that each partial repayment of a Swingline Loan shall be in a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof (or the remaining outstanding principal amount).

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e), (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (A) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B) whether any conditions specified in Section 4.2 are then satisfied, (C) whether a Default or an Event of Default then exists, (D) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E) the date of such Mandatory Borrowing, or (F) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each The Borrowers shall repay each Swingline Loan borrowing shall be due and payable on the earlier to occur of (A) the date fifteen (15) Business Days after such Swingline Maturity Date and Loan is made or (B) three (3) days after demand therefor by the Termination Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoingBorrowers, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its their Swingline Loans by way of a Revolving Loan borrowing andadvance, in such event, which case the Borrower Borrowers shall be deemed to have requested a Revolving Loan borrowing advance comprised entirely solely of Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that any such demand shall be deemed to have been given one (1) Business Day prior to each the Termination Date and on the date of (1) the Maturity Date, (2) the occurrence of any Event of Default described in Section 7.1(e), (3) 9.1 and upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default Indebtedness hereunder and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”)9.2. Each Lender Revolving Lender, if so directed by the Administrative Agent in writing, hereby irrevocably agrees to make its pro rata share of each such Revolving Loans promptly upon any such deemed request on account of each Mandatory Borrowing Loan in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 5.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (EV) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewithwith or after such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to either of the BorrowerBorrowers or any other Credit Party), then each Revolving Lender hereby agrees that it shall forthwith upon written notice of the unavailability of a Revolving Loan and request for participation purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Borrowers on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interests in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.23.3), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is Participation Interests are purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three seven (37) days after demand therefor by the following such borrowing. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower Company and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower Company shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e)Bankruptcy Event, (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and at or before 12:00 P.M. on the same such Business Day next succeeding the date notice is received by the Revolving Lenders from the Administrative Agent notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Company on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interest in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interest is purchased, and (By) at the time any purchase of participations a Participation Interest pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation Participation Interest purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interest, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate. The Company shall have the right to repay the Swingline Loan in whole or in part from time to time in accordance with Section 2.7(a).

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and date of the next Revolving Loan borrowing, or (B) three (3) days after demand therefor by the Termination Date. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Loan borrowing, such Swingline Loans shall first be repaid from the proceeds of such Revolving Loan borrowing prior to disbursement to the Borrower. In addition, the Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1i) the Maturity Termination Date, (2ii) the occurrence of any Event of Default described in Section 7.1(e9(e), (3iii) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e9(e) or any other Event of Default Default, and (4iv) the exercise of remedies in accordance with the provisions of Section 7.2 9 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “"Mandatory Borrowing”"). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 5.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (EV) the date of such Mandatory Borrowing, or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments relating thereto immediately prior to such Mandatory Borrowing or contemporaneously contemporaneous therewith. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in bankruptcy with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.29), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each The principal amount of all Swingline Loan borrowing Loans shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor maturity date agreed to by the Swingline Lender and the Borrower with respect to such Loan (which maturity date shall not be a date more than seven (7) Business Days from the date of advance thereof), (B) the Termination Date, or (C) the demand of the Swingline Lender. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoingLenders, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andadvance, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing advance comprised entirely solely of Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to each the Termination Date and on the date of (1) the Maturity Date, (2) the occurrence of any Event of Default described in Section 7.1(e), (3) 8.1 and upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default indebtedness hereunder and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”)8.2. Each Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans promptly upon any such deemed request on account of each Mandatory Borrowing Loan in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (EV) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewithwith such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.23.4), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, purchased and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrower in accordance with the terms of subsection (c)(ii) hereof, interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing such borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, to the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Revolver Maturity Date and (B) three fifteen (315) days after demand therefor by the following such borrowing. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower Company and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower Borrowers shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Revolver Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e)Bankruptcy Event, (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same date such notice is received by the Revolving Lenders from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the date such notice is received notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Borrowers on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interest in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interest is purchased, and (By) at the time any purchase of participations a Participation Interest pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation Participation Interest purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interest, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate. The Borrowers shall have the right to repay the Swingline Loan in whole or in part from time to time in accordance with Section 2.7(a).

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three fifteen (315) days after demand therefor by the following such borrowing. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e)Bankruptcy Event, (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same date such notice is received by the Revolving Lenders from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the date such notice is received notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interest in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interest is purchased, and (By) at the time any purchase of participations a Participation Interest pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation Participation Interest purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interest, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate. The Borrower shall have the right to repay the Swingline Loan in whole or in part from time to time in accordance with Section 2.7(a).

Repayment of Swingline Loans. Each The principal amount of all Swingline Loan borrowing Loans shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor maturity date agreed to by the Swingline Lender and the Borrower with respect to such Loan (which maturity date shall not be a date more than seven (7) Business Days from the date of advance thereof), (B) the Termination Date, or (C) the demand of the Swingline Lender. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoingLenders, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andadvance, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing advance comprised entirely solely of Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to each the Termination Date and on the date of (1) the Maturity Date, (2) the occurrence of any Event of Default described in Section 7.1(e), (3) 8.1 and upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default indebtedness hereunder and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”)8.2. Each Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans promptly upon any such deemed request on account of each Mandatory Borrowing Loan in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence (and on the same such date Administrative Agent may apply Cash Collateral available with respect to the applicable Swingline Loan) notwithstanding (AI) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (EV) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewithwith such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.23.4), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, purchased and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrower in accordance with the terms of subsection (c)(ii) hereof, interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing such borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, to the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each The principal amount of all Swingline Loan borrowing Loans shall be due and payable in full on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Administrative Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Applicable Borrower or Applicable Borrowers shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that any such demand shall also be deemed to have been given one (1) Business Day prior to each of the following: (1i) the Maturity DateDate for Swingline Loans, (2ii) the occurrence of any Event of Default described in Section 7.1(e), (3iii) upon the acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4iv) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt from the Swingline Lender of demand for repayment of its Swingline Loans and upon any deemed request for repayment through a Mandatory Swingline Borrowing. Each Revolving Lender hereby irrevocably agrees to make fund its Revolving Commitment Percentage of each such Revolving Loans promptly upon any such deemed request on account of each Mandatory Borrowing in the Dollar Amount and in the manner specified in the preceding sentence and Loan on the same date such date notification is received if such notification is received by such Revolving Lender at or before 12:00 Noon, otherwise such payment shall be made at or before 12:00 Noon on the next succeeding Business Day, in each case notwithstanding (AI) the amount of Mandatory Borrowing such Revolving Loan may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for a Revolving Loans Loan to be made by the time otherwise required in Section 2.1(b)(i), (EV) the date of such Mandatory BorrowingRevolving Loan borrowing, or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Borrowing Revolving Loan borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the a Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Applicable Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interest in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interest is purchased, and (B) at the time any purchase of participations a Participation Interest pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation Participation Interest purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interest, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Revolver Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Revolver Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e), (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor therefore as provided herein being hereinafter referred to as a “Mandatory Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (EV) the date of such Mandatory Borrowing, or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (By) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of the occurrence thereof (1A) the Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e), (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “"Mandatory Borrowing”"). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 4.3 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (EV) the date of such Mandatory Borrowing, or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), . provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three fifteen (315) days after demand therefor by the following such borrowing. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e)Bankruptcy Event, (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same date such notice is received by the Revolving Lenders from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the date such notice is received notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Borrower from the Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 2.11. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interest in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interest is purchased, and (By) at the time any purchase of participations a Participation Interest pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation Participation Interest purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interest, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate. The Borrower shall have the right to repay the Swingline Loan in whole or in part from time to time in accordance with Section 2.7(a).

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount of such Swingline Loans one Business Day prior to each of (1) the Maturity Date, (2) the occurrence of any Event of Default described in Section 7.1(e), (3) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”); provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (A) the Maturity Date, (B) the occurrence of a Bankruptcy Event, (C) upon acceleration of the Credit Party Obligations hereunder, whether on account of a Bankruptcy Event or any other Event of Default and (D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof; and provided, further, that, notwithstanding the foregoing to the contrary, in the case of Swingline Loans denominated in Foreign Currencies, the Swingline Lender shall be entitled to demand such repayment only upon (1) the Maturity Date, (2) the occurrence of any Event of Default, (3) acceleration of the Credit Party Obligations hereunder and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof. Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of the Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (EV) the date of such Mandatory Borrowing, or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith. In the event that If any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then the outstanding Swingline Loans denominated in Foreign Currencies shall be automatically converted on such date to Swingline Loans in Dollars in an amount equal to the Dollar Amount thereof as of such date and each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (By) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount Dollar Amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Revolving Commitment Termination Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower Company and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower Company shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such deemed request shall also be deemed to have been given one Business Day prior to each of (1i) the Maturity Revolving Commitment Termination Date, (2ii) the occurrence of any Event of Default described in Section 7.1(e)a Bankruptcy Event, (3iii) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4iv) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Swingline Mandatory Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same date such notice is received by the Revolving Lenders from the Administrative Agent if such notice is received at or before 2:00 P.M. EST, otherwise such payment shall be made at or before 12:00 EST Noon on the Business Day next succeeding the date such notice is received notwithstanding (AI) the amount of Swingline Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (EV) the date of such Swingline Mandatory Borrowing, or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Swingline Mandatory Borrowing or contemporaneously therewith. In the event that any Swingline Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Swingline Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Company on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Swingline Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Swingline Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the seventh day after the date upon which the aggregate amount of Swingline Maturity Date Loan borrowings exceeds $500,000 and (B) three (3) days after demand therefor by the Maturity Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Parent Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower Borrowers shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1w) the Maturity Date, (2x) the occurrence of any Event of Default described in Section 7.1(e), (3y) upon acceleration of the Credit Party Borrowers’ Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4z) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such deemed request on account of each Mandatory Borrowing in the Dollar Amount and in the manner specified in the preceding sentence and on the same Business Day notice to fund is received by such date Revolving Lender from the Swingline Lender if such notice is received at or before 2:00 p.m., otherwise such payment shall be made at or before 12:00 Noon on the Business Day next succeeding the Business Day such notice is received, notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of on the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments Business Day notice to fund is received by such Revolving Lender from the Borrower Issuing Lender if such notice is received at or before 2:00 p.m., otherwise such payment shall be made at or before 12:00 Noon on or after the Business Day next succeeding the Business Day such date and prior to such purchasenotice is received) from the Swingline Lender such participations in the outstanding Swingline Loans (as adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (AI) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (BII) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon date on which the Mandatory Borrowing would otherwise have occurred such purchase is required hereunder to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowingon which such purchase is required hereunder, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing Loans shall not be outstanding more than 30 days from the date of advance and may not extend beyond the Termination Date, on which date the Swingline Loans shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the in full. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoingLenders, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andadvance, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing advance comprised entirely solely of Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to each the Termination Date and on the date of (1) the Maturity Date, (2) the occurrence of any Event of Default described in Section 7.1(e), (3) 9.1 and upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default indebtedness hereunder and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”)9.2. Each Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans promptly upon any such deemed request on account of each Mandatory Borrowing Loan in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 5.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (EV) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewithwith such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations Participations Interest in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage of the Revolving Committed Amount (determined before giving effect to any termination of the Commitments pursuant to Section 7.23.4), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interest is purchased, purchased and (B) at the time any purchase of participations Participation Interests pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrower in accordance with the terms of subsection (c)(ii) below, interest on the principal amount of such participation Participation Interests purchased for each day from and including the day upon which the Mandatory Borrowing such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, to the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Revolving Commitment Termination Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1i) the Maturity Revolving Commitment Termination Date, (2ii) the occurrence of any Event of Default described in Section 7.1(e7.1(f) or Section 7.1(g), (3iii) upon acceleration of the Credit Party Obligations hereunderunder the Credit Documents, whether on account of an Event of Default described in Section 7.1(e7.1(f) or Section 7.1(g) or any other Event of Default Default, and (4iv) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Swingline Mandatory Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Swingline Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (A) the amount of Swingline Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B) whether any conditions specified in Section 4.2 are then satisfied, (C) whether a Default or an Event of Default then exists, (D) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E) the date of such Swingline Mandatory Borrowing, or (F) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Swingline Mandatory Borrowing or contemporaneously therewith. In the event that any Swingline Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Swingline Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (AI) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective Revolving Lender’s participation is purchased, and (BII) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day date upon which the Mandatory Borrowing would otherwise have occurred purchase occurs hereunder to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Swingline Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower Company and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a U.S. Revolving Loan borrowing andborrowing, in such event, which case the Borrower Company shall be deemed to have requested a U.S. Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1i) the Maturity Date, (2ii) the occurrence of any Event of Default described in Section 7.1(e), (3iii) upon acceleration of the Credit Party Borrower Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4iv) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such U.S. Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Swingline Mandatory Borrowing”). Each U.S. Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Swingline Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Swingline Mandatory Borrowing may not comply with the minimum amount for borrowings of U.S. Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for U.S. Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (EV) the date of such Swingline Mandatory Borrowing, or (FVI) any reduction in the U.S. Revolving Committed Amount or termination of the U.S. Revolving Commitments immediately prior to such Swingline Mandatory Borrowing or contemporaneously therewith. In the event that any Swingline Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each U.S. Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Swingline Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Company on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such U.S. Revolving Lender to share in such Swingline Loans ratably based upon its respective U.S. Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ) provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchasedpurchased and shall thereafter be for the account of the applicable U.S. Revolving Lender, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing U.S. Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Swingline Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Swingline Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each The principal amount of all Swingline Loan borrowing Loans shall be due and payable on the earlier of (A) the maturity date agreed to by the Swingline Maturity Date Lender and the Company with respect to such Loan (which maturity date shall not be a date more than five (5) Business Days from the date of the earliest advance thereof) and (B) three (3) days after demand therefor by the Revolving Credit Termination Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower Company and the Administrative Agent. Notwithstanding the foregoingLenders, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans advanced in accordance with the terms hereof by way of a Revolving Loan borrowing andadvance on the Business Day following the date of such notice, in such event, which case the Borrower Company shall be deemed to have requested a Revolving Loan borrowing advance comprised entirely solely of Base Rate ABR Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that any such demand shall be deemed to have been given one (1) Business Day prior to each the Revolving Credit Termination Date and on the date of (1) the Maturity Date, (2) the occurrence of any Event of Default described in Section 7.1(e), (36.1(f) or Section 6.1(g) and upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default indebtedness hereunder and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”)6.1. Each Lender hereby irrevocably agrees to make its Pro Rata Share of each such Revolving Loans promptly upon any such deemed request on account of each Mandatory Borrowing Loan in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for a Revolving Loans Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (EV) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewithwith such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code Debtor Relief Laws with respect to the BorrowerCompany), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Company on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interest in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage Pro Rata Share (determined before giving effect to any termination of the Commitments pursuant to Section 7.22.5), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interest is purchased, purchased and (B) at the time any purchase of participations Participation Interests pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Company in accordance with the terms of subsection (c)(ii) below, interest on the principal amount of such participation Participation Interests purchased for each day from and including the day upon which the Mandatory Borrowing such purchase of Participation Interests would otherwise have occurred to but excluding the date of actual payment for the purchase of such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, to the Federal Funds Effective Rate, and thereafter at a rate equal to Rate (as defined in the Base Ratedefinition of "ABR").

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of Maturity Date, but in no event will be outstanding for more than ten (A10) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Business Days. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e)Bankruptcy Event, (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same date such notice is received by the Revolving Lenders from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the date such notice is received notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i2.1(a)(i)(B), (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interest in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interest is purchased, and (By) at the time any purchase of participations a Participation Interest pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation Participation Interest purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interest, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate. The Borrower shall have the right to repay the Swingline Loan in whole or in part from time to time in accordance with Section 2.6(a).

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three seven (37) days after demand therefor by following such borrowing in the currency in which such Swingline Loan is denominated. The applicable Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower Company and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the applicable Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in Dollars in the amount equal to the Dollar Amount Equivalent (provided that, such Dollar Equivalent will be determined in consultation with the applicable Swingline Lender) of such Swingline Loans Loans; provided, that, in the following circumstances, any such demand shall also be deemed to have been given one (1) Business Day prior to each of (1A) the Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e)Bankruptcy Event, (3C) upon acceleration of any of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and at or before 12:00 Noon on the same such Business Day next succeeding the date notice is received by the Revolving Lenders from the Administrative Agent notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrowerany Debtor Relief Law), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the applicable Borrower on or after such date and prior to such purchase) from the applicable Swingline Lender such participations Participation Interest in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the applicable Swingline Lender until the date as of which the respective participation Participation Interest is purchasedpurchased in cash, and (By) at the time any purchase of participations a Participation Interest in cash pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the applicable Swingline Lender interest on the principal amount of such participation Participation Interest purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interest, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate. The Borrowers shall have the right to repay the Swingline Loan in whole or in part from time to time in accordance with Section 2.7(a). The applicable Swingline Lender shall provide notice to the Administrative Agent of all repayments of Swingline Loans.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on upon the earlier of (Aa) the Swingline Maturity Date and thirty (B) three (330) days after demand therefor by the Swingline Loan advance and (b) the Extending Lender Maturity Date. In addition, any Swingline Loan borrowing outstanding on March 13, 2010 shall be due and payable on March 12, 2010 and no new Swingline Loans shall be made on March 12, 2010 or March 13, 2010. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Initial Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Initial Borrower shall be deemed to have requested a Revolving Loan borrowing denominated in Dollars comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) Xxxxx 00, 0000, (X) the Extending Lender Maturity Date, (2C) the occurrence of any Event of Default described in Section 7.1(e7.1(f), (3D) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e7.1(f) or any other Event of Default Default, and (4E) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 3.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Initial Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (By) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of thirty (A) the Swingline Maturity Date and (B) three (330) days after demand therefor by following the date such Swingline Loan is made and the Maturity Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower Company and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower Company shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e)Bankruptcy Event, (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same date such notice is received by the Lenders from the Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 Noon on the Business Day next succeeding the date such notice is received notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Company on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interest in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interest is purchased, and (By) at the time any purchase of participations a Participation Interest pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation Participation Interest purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interest, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate. The Company shall have the right to repay the Swingline Loan in whole or in part from time to time in accordance with Section 2.6(a).

Repayment of Swingline Loans. Each The principal amount of all Swingline Loan borrowing Loans shall be due and payable on the earlier of (A) the Swingline Maturity Date and end of the applicable Interest Period or (B) three (3) days after demand therefor by the Termination Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoingBorrowers, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its their Swingline Loans by way of a Revolving Loan borrowing andadvance, in such event, which case the Borrower Borrowers shall be deemed to have requested a Revolving Loan borrowing advance comprised entirely solely of Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to each the Termination Date and on the date of (1) the Maturity Date, (2) the occurrence of any Event of Default described in Section 7.1(e), (3) 9.1 and upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default Indebtedness hereunder and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”)9.2. Each Lender Revolving Lender, if so directed by the Administrative Agent in writing, hereby irrevocably agrees to make its pro rata share of each such Revolving Loans promptly upon any such deemed request on account of each Mandatory Borrowing Loan in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 5.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (EV) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewithwith or after such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each Revolving Lender hereby agrees that it shall forthwith upon written notice of the unavailability of a Revolving Loan and request for participation purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interests in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.23.4), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is Participation Interests are purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the seventh day after the date of such Swingline Maturity Date Loan borrowing and (B) three (3) days after demand therefor by the Maturity Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1w) the Maturity Date, (2x) the occurrence of any Event of Default described in Section 7.1(e), (3y) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4z) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “"Mandatory Borrowing”"). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (EV) the date of such Mandatory Borrowing, or (FVI) any reduction in the Revolving Committed Amount Commitment or termination of the Revolving Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ) provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred purchase occurs hereunder to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely consisting of an Alternate Base Rate Loans Loan in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e)Bankruptcy Event, (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “"Mandatory Swingline Borrowing”"). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same date such notice is received by the Revolving Lenders from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 Noon on the Business Day next succeeding the date such notice is received notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (By) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each The principal amount of all Swingline Loan borrowing Loans shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor maturity date agreed to by the Swingline Lender and the Company with respect to such Loan (which maturity date shall not be a date more than twenty-eight (28) Business Days from the date of advance thereof) or (B) the Revolving Credit Termination Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower Company, the U.S. Lenders and the Administrative Agent. Notwithstanding the foregoingMulticurrency Lenders, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans advanced in accordance with the terms hereof by way of a U.S. Revolving Loan borrowing andadvance and a Multicurrency Revolving Loan advance on the Business Day following the date of such notice, in such event, which case the Borrower Company shall be deemed to have requested a U.S. Revolving Loan borrowing advance and a Multicurrency Revolving Loan advance (such advances to be made under the U.S. Revolving Committed Amount and the Multicurrency Revolving Committed Amount on a pro rata basis based on the amount of each such Revolving Committed Amount) comprised entirely solely of Base Rate ABR Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to each the Revolving Credit Termination Date and on the date of (1) the Maturity Date, (2) the occurrence of any Event of Default described in Section 7.1(e), (3subsection 6.1(f) or subsection 6.1(g) and upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default indebtedness hereunder and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”)subsection 6.1. Each U.S. Lender and each Multicurrency Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans promptly upon any such deemed request on account of each Mandatory Borrowing Credit Loan in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Revolving Credit Loans otherwise required hereunder, (BII) whether any conditions specified in Section subsection 4.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans Credit Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (EV) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Credit Loans are otherwise permitted to be made hereunder or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewithwith such borrowing. In the event that any Mandatory Borrowing U.S. Revolving Loan or any Multicurrency Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Federal Bankruptcy Code (as now or hereafter in effect) with respect to the Company or any other Borrower), then each U.S. Lender and each Multicurrency Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Company on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interest in the outstanding Swingline Loans as shall be necessary to cause each such U.S. Lender and Multicurrency Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2subsection 2.5), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interest is purchased, purchased and (B) at the time any purchase of participations Participation Interests pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Company in accordance with the terms of subsection (c)(ii) below, interest on the principal amount of such participation Participation Interests purchased for each day from and including the day upon which the Mandatory Borrowing such purchase of Participation Interests would otherwise have occurred to but excluding the date of actual payment for the purchase of such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, to the Federal Funds Effective Rate, and thereafter at a rate equal to Rate (as defined in the Base Ratedefinition of "ABR").

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount of such Swingline Loans one Business Day prior to each of (1) the Maturity Date, (2) the occurrence of any Event of Default described in Section 7.1(e), (3) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “"Mandatory Borrowing”"); provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (A) the Maturity Date, (B) the occurrence of a Bankruptcy Event, (C) upon acceleration of the Credit Party Obligations hereunder, whether on account of a Bankruptcy Event or any other Event of Default and (D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof; and provided, further, that, notwithstanding the foregoing to the contrary, in the case of Swingline Loans denominated in Foreign Currencies, the Swingline Lender shall be entitled to demand such repayment only upon (1) the Maturity Date, (2) the occurrence of any Event of Default, (3) acceleration of the Credit Party Obligations hereunder and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof. Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of the Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (EV) the date of such Mandatory Borrowing, or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith. In the event that If any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then the outstanding Swingline Loans denominated in Foreign Currencies shall be automatically converted on such date to Swingline Loans in Dollars in an amount equal to the Dollar Amount thereof as of such date and each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (By) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount Dollar Amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing Borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Development Line Termination Date and (B) three seven (37) days after demand therefor by the following such Borrowing. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower Borrowers and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Development Line of Credit Loan borrowing andBorrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Development Line of Credit Loan borrowing Borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Maturity Development Line Termination Date, (2B) the occurrence of any Event of Default described in Section 7.1(e)Bankruptcy Event, (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 15 hereof (each such Revolving Development Line of Credit Loan borrowing Borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Lender hereby irrevocably agrees to make such Revolving Development Line of Credit Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same date such notice is received by the Lenders from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the date such notice is received notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Development Line of Credit Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 Sections 9.1 and 9.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Development Line of Credit Loans to be made by the time otherwise required in Section 2.1(b)(i)4.1, (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Development Line Committed Amount or termination of the Revolving Commitments for the Development Line of Credit Loan immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Borrowers on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Commitment Applicable Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.24.1), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Applicable Percentage is purchased, and (By) at the time any purchase of participations interest pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation interest purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participationinterest, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate. The Borrowers shall have the right to repay the Swingline Loan in whole or in part from time to time in accordance with Section 8.3.

Repayment of Swingline Loans. Each The principal amount of all Swingline Loan borrowing Loans shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoingLenders, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andadvance, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing advance comprised entirely solely of Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to each of (1) the Maturity Date, (2) Date and on the date of the occurrence of any Event of Default described in Section 7.1(e), (3) 9.1 and upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default indebtedness hereunder and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”)9.2. Each Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans promptly upon any such deemed request on account of each Mandatory Borrowing Loan in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 5.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (EV) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewithwith such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage of the Revolving Committed Amount (determined before giving effect to any termination of the Commitments pursuant to Section 7.23.4), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, purchased and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender by the Borrower in accordance with the terms of subsection (c)(ii) hereof, interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing such borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, to the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1) the Maturity Date, (2) the occurrence of any Event of Default described in Section 7.1(e)Bankruptcy Event, (3) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of the Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (EV) the date of such Mandatory Swingline Borrowing, or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (By) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Swingline Loans may be borrowed, repaid and reborrowed in accordance with the terms hereof. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Revolving Commitment Termination Date. Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, the which case Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Maturity Revolving Commitment Termination Date, (2B) the occurrence of any Event of Default described in Section 7.1(e)Bankruptcy Event, (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 8 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “"Mandatory Swingline Borrowing”"). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), 8); provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (By) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e6.1(i) or (j), (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e6.1(i) or (j) or any other Event of Default and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof 6 (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (A) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B) whether any conditions specified in Section 4.2 are then satisfied, (C) whether a Default or an Event of Default then exists, (D) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E) the date of such Mandatory Borrowing, or (F) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.26), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Revolving Commitment Termination Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Maturity Revolving Commitment Termination Date, (2B) the occurrence of any Event of Default described in Section 7.1(e)Bankruptcy Event, (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (By) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier Revolving Loan Termination Date. The Borrower may prepay all or a portion of (A) the any Swingline Maturity Date and (B) three (3) days after demand therefor by the Loan at any time without premium or penalty. The Swingline Lender Bank may, at any time, in its sole discretion, by written notice to the Borrower Borrower, the Agent and the Administrative Agent. Notwithstanding the foregoingBanks, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Base Rate Loans Advances in the Dollar Amount amount of such Swingline Loans Loans; provided, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1i) the Maturity Revolving Loan Termination Date, (2ii) the occurrence of any Event of Default described in Section 7.1(e7.1(f), ; (3iii) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) 7.1 or any other Event of Default Default, and (4iv) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Lender Bank hereby irrevocably agrees to make such Revolving Loans ratably in accordance with its Revolving Percentage promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (Ax) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (Bxi) whether any conditions specified in Section 4.2 2.2 are then satisfied, (Cxii) whether a Default or an Event of Default then exists, (Dxiii) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i)2.2, (Exiv) the date of such Mandatory Swingline Borrowing, or (Fxv) any reduction in the Revolving Committed Amount Commitment Amounts or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Lender Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender Bank such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender Bank to share in such Swingline Loans ratably based upon its respective Commitment Revolving Percentage (determined before giving effect to any termination of the Revolving Commitments pursuant to Section 7.2); provided, provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender Bank until the date as of which the respective participation is purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender Bank shall be required to pay to the Swingline Lender Bank interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred purchase occurs hereunder to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, to the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.. Part D — General

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) have such maturity date as the Swingline Maturity Date Lender and (B) three (3) days after demand therefor the Borrower shall agree upon receipt by the Swingline Lender of the relevant Notice of Borrowing from the Borrower, but in no event shall the maturity of any Swingline Loan extend beyond the Maturity Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Base Index Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1i) the Maturity Date, (2ii) the occurrence of any Event of Default described in Section 7.1(e), (3iii) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4iv) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”). Each Lender severally hereby irrevocably agrees to make its Commitment Percentage of such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (EV) the date of such Mandatory Borrowing, or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, including as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Borrowers on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Revolving Commitment Termination Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1) the Maturity Revolving Commitment Termination Date, (2) the occurrence of any Event of Default described in Section 7.1(e)Bankruptcy Event, (3) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of the Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (EV) the date of such Mandatory Swingline Borrowing, or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (By) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e7.1(f), (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e7.1(f) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (By) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) three Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Revolver Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Revolver Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e)Bankruptcy Event, (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same date such notice is received by the Revolving Lenders from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the date such notice is received notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interest in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interest is purchased, and (By) at the time any purchase of participations a Participation Interest pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation Participation Interest purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interest, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate. The Borrower shall have the right to repay the Swingline Loan in whole or in part from time to time in accordance with Section 2.7(a).

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Revolving Commitment Termination Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; PROVIDED, HOWEVER, that such a demand shall also be deemed to have been given one Business Day prior to each of (1i) the Maturity Revolving Commitment Termination Date, (2ii) the occurrence of any Event of Default described in Section 7.1(e), (3iii) upon the acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4iv) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being shall also be hereinafter referred to as a “Mandatory Borrowing”"MANDATORY BORROWING"). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding NOTWITHSTANDING (AI) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (EV) the date of such Mandatory Borrowing, or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Borrowing or contemporaneously Contemporaneously therewith. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Lender having a Revolving Credit Commitment hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), provided . PROVIDED that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each The principal amount of all Swingline Loan borrowing Loans shall be due and payable on the earlier of (A) the Swingline Revolving Loan Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoingRevolving Lenders, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andadvance, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing advance comprised entirely solely of Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to each the Revolving Loan Maturity Date and on the date of (1) the Maturity Date, (2) the occurrence of any Event of Default described in Section 7.1(e), (3) 9.1 and upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default indebtedness hereunder and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”)9.2. Each Revolving Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans promptly upon any such deemed request on account of each Mandatory Borrowing Loan in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 5.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for a Revolving Loans Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (EV) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewithwith such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage of the Revolving Committed Amount (determined before giving effect to any termination of the Commitments pursuant to Section 7.23.4), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, purchased and (B) at the time of any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrower in accordance with the terms of subsection (c) below, interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing such borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, to the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower Company and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower Company shall be deemed to have requested a Revolving Loan borrowing in Dollars comprised entirely of Alternate Base Rate Loans in the Dollar Amount Equivalent of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e)a Bankruptcy Event, (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount Equivalent of such Swingline Loans and in the manner specified in the preceding sentence and on the same date such date request is made by the Swingline Lender notwithstanding (A) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B) whether any conditions specified in Section 4.2 are then satisfied, (C) whether a Default or an Event of Default then exists, (D) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i2.1(d)(i), (E) the date of such Mandatory Borrowing, or (F) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCompany), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Company on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage Ratable Share (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (A) subject to clause (B) below, all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount Dollar Equivalent of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Overnight Rate, and thereafter at a rate equal to the Alternate Base Rate, and upon such purchase shall be entitled to interest on such amounts from and including the date of the Mandatory Borrowing.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of the occurrence thereof (1A) the Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e), (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Swingline Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Swingline Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Swingline Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (EV) the date of such Swingline Mandatory Borrowing, or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Swingline Mandatory Borrowing or contemporaneously therewith. In the event that any Swingline Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Swingline Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Swingline Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Swingline Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each The principal amount of all Swingline Loan borrowing Loans shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor maturity date agreed to by the Swingline Lender and the Borrower with respect to such Loan (which maturity date shall not be a date more than seven (7) Business Days from the date of advance thereof) or (B) the Maturity Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoingLenders, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andadvance, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing advance comprised entirely solely of Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to each of (1) the Maturity Date, (2) Date and on the date of the occurrence of any Event of Default described in Section 7.1(e), (3) 9.1 and upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default indebtedness hereunder and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”)9.2. Each Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans promptly upon any such deemed request on account of each Mandatory Borrowing Loan in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 5.3 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (EV) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewithwith such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interests in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage of the Revolving Committed Amount (determined before giving effect to any termination of the Commitments pursuant to Section 7.23.4), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interest is purchased, purchased and (B) at the time any purchase of participations Participation Interests pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrower in accordance with the terms of subsection (c)(ii) below, interest on the principal amount of such participation Participation Interests purchased for each day from and including the day upon which the Mandatory Borrowing such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, to the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing that is a Base Rate Loan shall be due and payable on the Revolver Maturity Date. Each Swingline Loan borrowing that is a LIBOR Market Index Rate Loan shall be due and payable on the earlier of (A) the Swingline Revolver Maturity Date and (B) three (3) fourteen days after demand therefor by the date such Swingline Loan is made. Swingline Loans that are LIBOR Market Index Rate Loans may not be refinanced with the proceeds of Swingline Loans that are LIBOR Market Index Rate Loans. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoingBorrower, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one (1) Business Day prior to each of (1i) the Revolver Maturity Date, (2ii) the occurrence of any Event of Default described in Section 7.1(e9.1(e), (3iii) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e9.1(e) or any other Event of Default and Default, (4iv) the exercise of remedies in accordance with the provisions of Section 7.2 9.2 hereof and (v) with respect to any LIBOR Market Index Rate Loan, the fourteenth day after the making of such Loan to the extent such Loan is not repaid sooner (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any on the day such deemed request notice is received by the Lenders from the Agent if such notice is received at or before 2:00 p.m., otherwise such payment shall be made at or before 12:00 noon on account of each Mandatory Borrowing the Business Day next succeeding the day such notice is received, in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (A) the amount of the Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B) whether any conditions specified in Section 4.2 5.2 are then satisfied, (C) whether a Default or an Event of Default then exists, (D) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i)2.3, (E) the date of such Mandatory Swingline Borrowing, or (F) any reduction in the Revolving Committed Amount or termination of the Commitments with respect to Revolving Commitments Loans immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interests in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.29.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interests is purchased, and (By) at the time any purchase of participations Participation Interests pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation Participation Interests purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.. DCP Midstream Operating, LP Amended and Restated Credit Agreement

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e)a Bankruptcy Event, (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same date such notice is received by the Lenders from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 Noon on the Business Day next succeeding the date such notice is received notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interest in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interest is purchased, and (By) at the time any purchase of participations a Participation Interest pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation Participation Interest purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interest, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Commitment Termination Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing in Dollars comprised entirely of U.S. Base Rate Loans in the Dollar Amount Equivalent amount of such Swingline Loans; provided that, with respect to Swingline Loans denominated in Alternative Lending Currencies, no such demand may be made within the first ten (10) days following the making of such Swingline Loans unless (A) an Event of Default or (B) a material disruption to the financial markets that are required to operate for Loans to be made or maintained in Alternative Lending Currencies has occurred and is continuing; and provided, further, that, with respect to any and all Swingline Loans, any such demand shall be deemed to have been given one (1) Business Day prior to each of (1A) the Maturity Commitment Termination Date, (2B) the occurrence of any Event of Default described in Section 7.1(e), (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “"Mandatory Swingline Borrowing”"). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) subject to clause (y) below, all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (By) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the U.S. Base Rate, and upon such purchase shall be entitled to interest on such amounts from and including the date of the Mandatory Swingline Borrowing.

Repayment of Swingline Loans. Each The principal amount of all Swingline Loan borrowing Loans shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor maturity date agreed to by the Swingline Lender and the Borrower with respect to such Loan (which maturity date shall not be a date more than ten (10) Business Days from the date of advance thereof) or (B) the Revolving Maturity Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoingRevolving Lenders, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andadvance, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing advance comprised entirely solely of Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to each the Revolving Maturity Date and on the date of (1) the Maturity Date, (2) the occurrence of any Event of Default described in Section 7.1(e), (3) 9.1 and upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default indebtedness hereunder and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”)9.2. Each Revolving Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans promptly upon any such deemed request on account of each Mandatory Borrowing Loan in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 5.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (EV) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewithwith such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interests in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage of the Revolving Committed Amount (determined before giving effect to any termination of the Commitments pursuant to Section 7.23.4), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interest is purchased, purchased and (B) at the time any purchase of participations Participation Interests pursuant to this sentence is actually made, the CHAR1\1351553v8 45 purchasing Revolving Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrower in accordance with the terms of subsection (c)(ii) below, interest on the principal amount of such participation Participation Interests purchased for each day from and including the day upon which the Mandatory Borrowing such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, to the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount of such Swingline Loans one Business Day prior to each of (1) the Maturity Date, (2) the occurrence of any Event of Default described in Section 7.1(e), (3) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”); provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (A) the Maturity Date, (B) the occurrence of a Bankruptcy Event, (C) upon acceleration of the Credit Party Obligations hereunder, whether on account of a Bankruptcy Event or any other Event of Default and (D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof; and provided, further, that, notwithstanding the foregoing to the contrary, in the case of Swingline Loans denominated in Foreign Currencies, the Swingline Lender shall be entitled to demand such repayment only upon (1) the Maturity Date, (2) the occurrence of any Event of Default, (3) acceleration of the Credit Party Obligations hereunder and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof. Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of the Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (EV) the date of such Mandatory Borrowing, or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.the

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1i) the Maturity Date, (2ii) the occurrence of any Event of Default described in Section 7.1(e), (3iii) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4iv) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “"Mandatory Borrowing”"). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (EV) the date of such Mandatory Borrowing, or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), . provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing that is a Base Rate Loan shall be due and payable on the Revolver Maturity Date. Each Swingline Loan borrowing that is a LIBOR Market Index Rate Loan shall be due and payable on the earlier of (A) the Swingline Revolver Maturity Date and (B) three (3) fourteen days after demand therefor by the date such Swingline Loan is made. Swingline Loans that are LIBOR Market Index Rate Loans may not be refinanced with the proceeds of Swingline Loans that are LIBOR Market Index Rate Loans. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoingBorrower, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one (1) Business Day prior to each of (1i) the Revolver Maturity Date, (2ii) the occurrence of any Event of Default described in Section 7.1(e9.1(e), (3iii) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e9.1(e) or any other Event of Default and Default, (4iv) the exercise of remedies in accordance with the provisions of Section 7.2 9.2 hereof and (v) with respect to any LIBOR Market Index Rate Loan, the fourteenth day after the making of such Loan to the extent such Loan is not repaid sooner (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “"Mandatory Swingline Borrowing”"). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any on the day such deemed request notice is received by the Lenders from the Agent if such notice is received at or before 2:00 p.m., otherwise such payment shall be made at or before 12:00 noon on account of each Mandatory Borrowing the Business Day next succeeding the day such notice is received, in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (A) the amount of the Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B) whether any conditions specified in Section 4.2 5.2 are then satisfied, (C) whether a Default or an Event of Default then exists, (D) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i)2.3, (E) the date of such Mandatory Swingline Borrowing, or (F) any reduction in the Revolving Committed Amount or termination of the Commitments with respect to Revolving Commitments Loans immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interests in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.29.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interests is purchased, and (By) at the time any purchase of participations Participation Interests pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation Participation Interests purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.. DCP Midstream Operating, LP Amended and Restated Credit Agreement

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Revolving Commitment Termination Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1) the Maturity Revolving Commitment Termination Date, (2) the occurrence of any Event of Default described in Section 7.1(e)Bankruptcy Event, (3) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “"Mandatory Swingline Borrowing”"). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of the Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (EV) the date of such Mandatory Swingline Borrowing, or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving 44 Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (By) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each The principal amount of all Swingline Loan borrowing Loans shall be due and payable on the earlier of (A) the maturity date agreed to by the Swingline Maturity Date Bank and the Borrower with respect to such Loan or (B) three (3) days after demand therefor by the Termination Date. The Swingline Lender Bank may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoingBanks, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andadvance, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing advance comprised entirely solely of Base Rate Loans (or, with the requisite notice, Eurodollar Loans) in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to each the Termination Date and on the date of (1) the Maturity Date, (2) the occurrence of any Event of Default described in Section 7.1(e), (3) 6.01 and upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default indebtedness hereunder and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”)6.01. Each Lender Bank hereby irrevocably agrees to make its pro rata share of each such Revolving Loans promptly upon any such deemed request on account of each Mandatory Borrowing Loan in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (Ai) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings of Revolving Loans advances otherwise required hereunder, (Bii) whether any conditions specified in Section 4.2 3.02 are then satisfied, (Ciii) whether a Default or an Event of Default then exists, (Div) failure of any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (Ev) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (Fvi) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewithwith such borrowing. In the event that any Mandatory Borrowing a Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender Bank such participations Participation Interests in the outstanding Swingline Loans as shall be necessary to cause each such Lender Bank to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.26.01), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender Bank until the date as of which the respective participation Participation Interest is purchased, requested to be purchased and (B) at the time any purchase of participations Participation Interests pursuant to this sentence is actually made, the purchasing Lender Bank shall be required to pay to the Swingline Lender Bank, to the extent not paid to the Swingline Bank by the Borrower in accordance with the terms hereof, interest on the principal amount of such participation Participation Interests purchased for each day from and including the day upon which the Mandatory Borrowing such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, to the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; PROVIDED, HOWEVER, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e), (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”"MANDATORY BORROWING"). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding NOTWITHSTANDING (AI) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (EV) the date of such Mandatory Borrowing, or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), provided PROVIDED that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (By) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e)Bankruptcy Event, (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Swingline Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same date such notice is received by the Revolving Lenders from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the date such notice is received notwithstanding (A1) the amount of Mandatory Swingline Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B2) whether any conditions specified in Section 4.2 are then satisfied, (C3) whether a Default or an Event of Default then exists, (D4) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E5) the date of such Mandatory Swingline Borrowing, or (F6) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage Pro Rata Share (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ; provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (By) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate. The Borrower shall have the right to repay the Swingline Loan in whole or in part from time to time in accordance with Section 2.6(a).

Repayment of Swingline Loans. Each The principal amount of all Swingline Loan borrowing Loans shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor maturity date agreed to by the Swingline Lender and the Borrower with respect to such Loan (which maturity date shall not be a date more than ten (10) Business Days from the date of advance thereof) or (B) the Maturity Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoingRevolving Lenders, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andadvance, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing advance comprised entirely solely of Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to each of (1) the Maturity Date, (2) Date and on the date of the occurrence of any Event of Default described in Section 7.1(e), (3) 9.1 and upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default indebtedness hereunder and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”)9.2. Each Revolving Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans promptly upon any such deemed request on account of each Mandatory Borrowing Loan in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (B) whether any conditions specified in Section 4.2 are then satisfied, (C) whether a Default or an Event of Default then exists, (D) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E) the date of such Mandatory Borrowing, or (F) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.,

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the seventh day after the date of such Swingline Maturity Date Loan borrowing and (B) three (3) days after demand therefor by the Maturity Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1w) the Maturity Date, (2x) the occurrence of any Event of Default described in Section 7.1(e), (3y) upon acceleration of the Credit Party Secured Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default Default, and (4z) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (EV) the date of such Mandatory Borrowing, or (FVI) any reduction in the Revolving Committed Amount Commitment or termination of the Revolving Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), ) provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred purchase occurs hereunder to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Revolving Commitment Termination Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (1A) the Maturity Revolving Commitment Termination Date, (2B) the occurrence of any Event of Default described in Section 7.1(e), (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “"Mandatory Borrowing”"). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (A) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B) whether any conditions specified in Section 4.2 are then satisfied, (C) whether a Default or an Event of Default then exists, (D) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E) the date of such Mandatory Borrowing, or (F) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each The principal amount of all Swingline Loan borrowing Loans shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor maturity date agreed to by the Swingline Lender and the Borrower with respect to such Loan or (B) the Termination Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoingLenders, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andadvance, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing advance comprised entirely solely of Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to each the Termination Date and on the date of (1) the Maturity Date, (2) the occurrence of any Event of Default described in Section 7.1(e), (3) 9 and upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default indebtedness hereunder and (4) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “Mandatory Borrowing”)9. Each Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans promptly upon any such deemed request on account of each Mandatory Borrowing Loan in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 5.2 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (EV) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewithwith such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any guarantor), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations Participation Interests in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Commitment Percentage of the Revolving Committed Amount (determined before giving effect to any termination of the Commitments pursuant to Section 7.29), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation Participation Interest is purchased, purchased and (B) at the time any purchase of participations Participation Interests pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender, to the extent not paid to the Swingline Lender by the Borrower in accordance with the terms of subsection (c) below, interest on the principal amount of such participation Participation Interests purchased for each day from and including the day upon which the Mandatory Borrowing such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, to the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Swingline Maturity Date and (B) three (3) days after demand therefor by the Date. The Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing andborrowing, in such event, which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the Dollar Amount amount of such Swingline Loans Loans; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of the occurrence thereof (1A) the Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e7.l(e), (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e7.l(e) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “"Mandatory Borrowing”"). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (AI) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (BII) whether any conditions specified in Section 4.2 4.3 are then satisfied, (CIII) whether a Default or an Event of Default then exists, (DIV) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (EV) the date of such Mandatory Borrowing, or (FVI) any reduction in the Revolving Committed Amount or termination of the Revolving Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the BorrowerCode), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2), . provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2two(2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier Maturity Date, if not sooner due and payable in accordance with the terms set forth hereinbelow. Upon each Business Day set by the Administrative Agent for settlement among Lenders in respect of (ARevolving Loans, as prescribed in Section 2.1(d)(ii) the or earlier, on any Business Day on which Swingline Maturity Date and (B) three (3) days after demand therefor by Loans are outstanding, if the Swingline Lender shall so request, by written notice to the Borrower and the Administrative Agent. Notwithstanding the foregoing, in the following circumstances, the Swingline Lender shall be deemed to have given demand for repayment of its Swingline Loans by way of a Revolving Loan borrowing and, in such event, the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Base Rate Loans in the Dollar Amount amount of such Swingline Loans on such Business Day; provided, however, that, in the following circumstances, any such demand shall also be deemed to have been given one (1) Business Day prior to each of (1A) the Maturity Date, (2B) the occurrence of any Event of Default described in Section 7.1(e11.1(f), (3C) upon acceleration of the Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e11.1(f) or any other Event of Default Default, and (4D) the exercise of remedies in accordance with the provisions of Section 7.2 11.2 hereof (each such Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a “"Mandatory Borrowing”"). Each Lender hereby irrevocably agrees to make such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (Ai) the amount of Mandatory Borrowing then may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, hereunder (Bii) whether any conditions specified in Section 4.2 5.2 are then satisfied, (Ciii) whether a Default or an Event of Default then exists, (Div) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i2.1(d), (Ev) the date of such Mandatory Borrowing, or (Fvi) any reduction in the Revolving Credit Committed Amount or termination of the Revolving Credit Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then then, each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.211.2), provided that (Ax) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is purchased, and (By) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Swingline Lender interest on the principal amount of such participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.