Common use of Repayment of Swingline Loans Clause in Contracts

Repayment of Swingline Loans. Each Swingline Borrowing shall be due and payable on the earliest of (i) 10 days from the date of such Borrowing, (ii) the date of the next succeeding Revolving Credit Borrowing, or (iii) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Borrowing, such Swingline Loans shall be repaid from the proceeds of such Revolving Credit Borrowing prior to any distribution of such proceeds to the Borrower. If, and to the extent, a Revolving Credit Borrowing is not requested prior to earlier of (A) the Maturity Date for the Revolving Credit Facility or (B) the last day of any such 10 day period from the date of any Swingline Borrowing, the Borrower shall be deemed to have requested a Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, in the amount of the Swingline Loans then outstanding, the proceeds of which shall be used to repay the Swingline Lender for such Swingline Loans. In addition, the Swingline Lender may, at any time, in its sole discretion by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of Section 8.02 following an Event of Default (each such Revolving Credit Loan 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 its Applicable Percentage of such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date, notwithstanding (I) the amount of Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans otherwise required hereunder, (II) whether any conditions specified in Article V are then satisfied, (III) whether a Default then exists, (IV) failure for any such request or deemed request for Revolving Credit Loans to be made by the time otherwise required in Section 2.02, (V) the date of such Mandatory Borrowing, or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required to make such Revolving Credit Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence of a Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days 4 Business Days from and including the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Committed Borrowing or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Committed Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Committed Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Committed Borrowing is not requested prior to earlier of (A) the Maturity Date or the end of the 4 Business Day period after a Swingline Borrowing, or unless the Borrower shall have notified the Administrative Agent and the Swingline Lender prior to 1:00 P.M. (New York City time) on the third (3rd) Business Day after the Swingline Borrowing that the Borrower intends to reimburse the Swingline Bank for the Revolving Credit Facility or (B) amount of such Swingline Borrowing with funds other than proceeds of the last day of any such 10 day period from the date of any Swingline BorrowingLoans, the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender. In addition, if (x) the Borrower does not repay the Swingline Loan on or prior to the end of such 4 Business Day period, or (y) a Default or Event of Default shall have occurred during such 4 Business Day period, the Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Committed Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loans in the amount of such Swingline Loans then outstanding, the proceeds of which shall be used to repay such Swingline Loans to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion Any Committed Borrowing which is deemed requested by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.3(b)(iii) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender Bank hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Committed Loans promptly upon receipt of notice from the Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Bank (or the next Business Day if such notice is received after 12:00 P.M. (New York City time)) notwithstanding (I) the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Committed Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 3.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Committed Borrowing to be made by the time otherwise required in Section 2.022.1, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender Bank shall be required obligated to make such Revolving Credit Committed Loans if, at in respect of a Mandatory Borrowing if a Default or an Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after Administrative Agent has delivered a notice of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canEvent of Default which has not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days five (5) Banking Days from and including the date of such Borrowing, Swingline Loan or (iiB) the date of the next succeeding Revolving Credit Borrowing, or (iii) the Ratable Loan Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit BorrowingRatable Loan is advanced, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Borrowing Ratable Loan prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Borrowing Ratable Loan is not requested prior to earlier the earliest of the Ratable Loan Maturity Date, the last calendar day of the month in which such Swingline Loan is made, or the end of the five (A5) Banking Day period after such Swingline Loan was made, or unless Borrower shall have notified Administrative Agent and the Maturity Date Swingline Lenders prior to 1:00 p.m. (New York City time) on the third (3rd) Banking Day after such Swingline Loan was made that Borrower intends to reimburse Swingline Lender for the Revolving Credit Facility or (B) amount of such Swingline Loan with funds other than proceeds of the last day of any such 10 day period from the date of any Swingline BorrowingRatable Loans, the Borrower shall be deemed to have requested a Ratable Loan comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to Swingline Lenders. In addition, if (x) Borrower does not repay a Swingline Loan on or prior to the end of such five (5) Banking Day period, or (y) a Default or Event of Default shall have occurred during such five (5) Banking Day period, a Swingline Lender may, at any time, in its sole discretion, by written notice to Borrower and Administrative Agent, demand repayment of all Swingline Loans by way of a Ratable Loan, in which case Borrower shall be deemed to have requested a Ratable Loan comprised entirely of Base Rate Loans in the amount of such Swingline Loans then outstanding, the proceeds of which shall be used to repay the Swingline Lender for such Swingline LoansLoans to Swingline Lenders. In addition, the Swingline Lender may, at any time, in its sole discretion Any Ratable Loan which is deemed requested by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.03(b)(3) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender Bank hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Ratable Loans promptly upon receipt of notice from a Swingline Lender or Administrative Agent of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Bank (or the next Banking Day if such notice is received after 12:00 p.m. (New York City time)) notwithstanding (I) the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Ratable Loans otherwise required hereunder, (II) whether any conditions specified in Article V Section 4.02 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Ratable Loan to be made by the time otherwise required in Section 2.022.05, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Banking Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Loan Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender Bank shall be required obligated to make such Revolving Credit Ratable Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge in respect of the existence of a Mandatory Borrowing if a Default or such Mandatory Borrowing would cause an Event of Default then exists and the applicable Swingline Loan was made by Swingline Lenders without receipt of a Lender to exceed its Revolving Credit Commitment. In written notice of borrowing 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 form specified in Section 2.03(b)(1) 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect Administrative Agent has delivered a notice of the Revolving Credit Facility (determined before giving effect to any termination Default or Event of the Revolving Credit Commitment pursuant to Section 8.02), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of Default 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 extent has not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 5 days from the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Committed Borrowing or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Committed Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Committed Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Committed Borrowing is not requested prior to earlier of (A) the Maturity Date for or the Revolving Credit Facility or (B) end of the last day of any such 10 5-day period from the date of any after a Swingline Borrowing, the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loans Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion discretion, by written notice to the Company Borrower and the Administrative Agent, require demand repayment of its Swingline Loans by way of a Revolving Credit LoanCommitted Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; providedLoans then outstanding, however, that any such demand the proceeds of which shall be deemed used to have been given one Business Day prior repay such Swingline Loans to the Maturity Date for Swingline Lender. Any Committed Borrowing which is deemed requested by the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, Borrower in accordance with this Section 2.3(b)(iii) is hereinafter referred to as a "Mandatory Borrowing". Each Bank hereby irrevocably agrees to make Committed Loans promptly upon receipt of notice from the provisions of Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account Swingline Lender of any such deemed request therefor as provided herein being hereinafter referred to as for a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such datenotice is received by such Bank (or the next Business Day if such notice is received after 12:00 P.M. (Dallas, Texas time)) notwithstanding (I) the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Committed Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 3.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Committed Borrowing to be made by the time otherwise required in Section 2.022.1, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender Bank shall be required obligated to make such Revolving Credit Committed Loans if, at in respect of a Mandatory Borrowing if a Default or an Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after Administrative Agent has delivered a notice of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canEvent of Default which has not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days from and including the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Borrowing or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidTermination Date. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower or the Qualified Borrower, as applicable. If, and to the extent, a Revolving Credit Borrowing is not requested prior to earlier of (A) the Maturity Date for the Revolving Credit Facility Termination Date or (B) the last day end of any such the 10 day period from the date of any after a Swingline Borrowing, or unless the Borrower shall have notified the Administrative Agent and the Swingline Lenders prior to 1:00 P.M. (New York City time) on the fourth (4th) Business Day after the Swingline Borrowing that the Borrower intends to reimburse the applicable Swingline Lender for the amount of such Swingline Borrowing with funds other than proceeds of the Revolving Credit Loans, the Borrower shall be deemed to have requested a Revolving Credit Borrowing comprised entirely of Base Rate Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the applicable Swingline Lender. In addition, if (x) the Borrower does not repay the Swingline Loan on or prior to the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day end of such 10 day period, as applicableor (y) a Potential Event of Default or Event of Default shall have occurred during such 10 day period, the Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Revolving Credit Borrowing, in which case the Borrower shall be deemed to have requested a Revolving Credit Borrowing comprised entirely of Base Rate Loans in the amount of the such Swingline Loans then outstanding, the proceeds of which shall be used to repay the Swingline Lender for such Swingline Loans. In addition, the Swingline Lender may, at any time, in its sole discretion by written notice Loans to the Company and the Administrative Agent, require repayment of its applicable Swingline Loans by way of a Lender. Any Revolving Credit Loan, in Borrowing which case is deemed requested by the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.9(b)(iii) is hereinafter referred to as a “Mandatory Borrowing”). Each Revolving Credit Lender hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Loans promptly upon receipt of notice from the Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Lender (or the next Business Day if such notice is received after 12:00 noon (New York City time)) notwithstanding (I) that the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 6.2 are then satisfied, (III) whether a Potential Event of Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for a Revolving Credit Loans Borrowing to be made by the time otherwise required in Section 2.022.1, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Revolving Credit Lender shall be required obligated to make such Revolving Credit Loans if, at in respect of a Mandatory Borrowing if a Potential Event of Default or an Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after the Administrative Agent has delivered a notice of Potential Event of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canEvent of Default which has not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days 5 Business Days from and including the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Borrowing or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Borrowing is not requested prior to earlier of (A) the Maturity Date or the end of the 5 Business Day period after a Swingline Borrowing, or unless the Borrower shall have notified the Administrative Agent and the Swingline Lender prior to 1:00 p.m. (New York City time) on the fourth (4th) Business Day after the Swingline Borrowing that the Borrower intends to reimburse the Swingline Bank for the amount of such Swingline Borrowing with funds other than proceeds of the Revolving Credit Facility or (B) the last day of any such 10 day period from the date of any Swingline BorrowingLoans, the Borrower shall be deemed to have requested a Revolving Credit Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender. In addition, if (x) the Borrower does not repay the Swingline Loan on or prior to the end of such 5 Business Day period, or (y) a Default or Event of Default shall have occurred during such 5 Business Day period, the Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Revolving Credit Borrowing, in which case the Borrower shall be deemed to have requested a Revolving Credit Borrowing comprised entirely of Base Rate Loans in the amount of such Swingline Loans then outstanding, the proceeds of which shall be used to repay such Swingline Loans to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Any Revolving Credit Loan, in Borrowing which case is deemed requested by the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.4(b)(iii) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender Bank hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Loans promptly upon receipt of notice from the Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Bank (or the next Business Day if such notice is received after 12:00 noon (New York City time)) notwithstanding (I) that the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 3.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for a Revolving Credit Loans Borrowing to be made by the time otherwise required in Section 2.022.3, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender Bank shall be required obligated to make such Revolving Credit Loans if, at in respect of a Mandatory Borrowing if a Default or an Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after Administrative Agent has delivered a notice of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canEvent of Default which has not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days five (5) Banking Days from and including the date of such Borrowing, Swingline Loan and (iiB) the date of the next succeeding Revolving Credit Borrowing, or (iii) the Swingline Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit BorrowingRatable Loan, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Borrowing Ratable Loan prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Borrowing Ratable Loan is not requested prior to earlier the earliest of (A) the Swingline Maturity Date and the end of the five (5) Banking Day period after such Swingline Loan was made, or unless Borrower shall have notified Administrative Agent and the applicable Swingline Lender prior to 1:00 p.m. (New York City time) on the third (3rd) Banking Day after such Swingline Loan was made that Borrower intends to reimburse the applicable Swingline Lender for the Revolving Credit Facility amount of such Swingline Loan with funds other than proceeds of Ratable Loans, Borrower shall be deemed to have requested Ratable Loans comprised entirely of Base Rate Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the applicable Swingline Lender. In addition, if (x) Borrower does not repay a Swingline Loan on or prior to the end of such five (5) Banking Day period, or (By) a Default or Event of Default shall have occurred during such five (5) Banking Day period, the last day Swingline Lender making such Swingline Loan may, at any time, in its sole discretion, by written notice to the Borrower and Administrative Agent, demand repayment of any such 10 day period from the date its Swingline Loans by way of any Swingline BorrowingRatable Loans, in which case the Borrower shall be deemed to have requested a Ratable Loans comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the such Swingline Loans then outstanding, the proceeds of which shall be used to repay the Swingline Lender for such Swingline LoansLoans to such Swingline Lender. In addition, the Swingline Lender may, at any time, in its sole discretion Any Ratable Loan which is deemed requested by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.03(b)(3) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender Bank hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Ratable Loans promptly upon receipt of notice from Administrative Agent of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Bank (or the next Banking Day if such notice is received after 12:00 p.m. (New York City time)) notwithstanding (I) the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Ratable Loans otherwise required hereunder, (II) whether any conditions specified in Article V Section 4.02 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Ratable Loan to be made by the time otherwise required in Section 2.022.05, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Banking Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Loan Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required to make such Revolving Credit Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence of a Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days from and including the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Borrowing or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidTermination Date. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower or the Qualified Borrower, as applicable. If, and to the extent, a Revolving Credit Borrowing is not requested prior to earlier of (A) the Maturity Date for the Revolving Credit Facility Termination Date or (B) the last day end of any such the 10 day period from the date of any after a Swingline Borrowing, or unless the Borrower shall have notified the Administrative Agent and the Swingline Lenders prior to 1:00 P.M. (New York City time) on the fourth (4th) Business Day after the Swingline Borrowing that the Borrower intends to reimburse the applicable Swingline Lender for the amount of such Swingline Borrowing with funds other than proceeds of the Revolving Credit Loans, the Borrower shall be deemed to have requested a Revolving Credit Borrowing comprised entirely of Base Rate Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the applicable Swingline Lender. In addition, if (x) the Borrower does not repay the Swingline Loan on or prior to the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day end of such 10 day period, as applicableor (y) a Potential Event of Default or Event of Default shall have occurred during such 10 day period, the applicable Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Revolving Credit Borrowing, in which case the Borrower shall be deemed to have requested a Revolving Credit Borrowing comprised entirely of Base Rate Loans in the amount of the such Swingline Loans then outstanding, the proceeds of which shall be used to repay the Swingline Lender for such Swingline Loans. In addition, the Swingline Lender may, at any time, in its sole discretion by written notice Loans to the Company and the Administrative Agent, require repayment of its applicable Swingline Loans by way of a Lender. Any Revolving Credit Loan, in Borrowing which case is deemed requested by the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.9(b)(iii) is hereinafter referred to as a “Mandatory Borrowing”). Each Revolving Credit Lender hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Loans promptly upon receipt of notice from the applicable Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Lender (or the next Business Day if such notice is received after 12:00 noon (New York City time)) notwithstanding (I) that the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 6.2 are then satisfied, (III) whether a Potential Event of Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for a Revolving Credit Loans Borrowing to be made by the time otherwise required in Section 2.022.1, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Revolving Credit Lender shall be required obligated to make such Revolving Credit Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence of a Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of a Mandatory Borrowing if a Potential Event of Default or an Event of Default then exists and the Revolving Credit Facility (determined before giving effect to any termination of applicable Swingline Loan was made by the Revolving Credit Commitment pursuant to Section 8.02), provided that (A) all interest payable on the Swingline Loans shall be for the account of the applicable Swingline Lender until without receipt of a written Notice of Committed Borrowing in the date as form specified in subclause (i) above or after the Administrative Agent has delivered a notice of Potential Event of Default or Event of Default 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 extent has not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days 5 Business Days from the date of such Borrowing, (ii) the date of the next succeeding Revolving Credit applicable Swingline Borrowing, or (iiiB) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Committed Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Committed Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Committed Borrowing is not requested prior to earlier of (A) the Maturity Date for or the Revolving Credit Facility end of the 5 Business Day period after a Swingline Borrowing or (B) the last day of any such 10 day period from the date of any Swingline BorrowingBorrowing has not been repaid, the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the such Swingline Loans Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion discretion, by written notice to the Company Borrower and the Administrative Agent, require demand repayment of its Swingline Loans by way of a Revolving Credit LoanCommitted Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; providedLoans then outstanding, however, that any such demand the proceeds of which shall be deemed used to have been given one Business Day prior repay such Swingline Loans to the Maturity Date for Swingline Lender. Any Committed Borrowing which is deemed requested by the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, Borrower in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.3(b)(iii) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender Bank hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Committed Loans promptly upon receipt of notice from the Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such datenotice is received by such Bank (or the next Business Day if such notice is received after 12:00 P.M. (Dallas, Texas time)) notwithstanding (I) the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Committed Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 3.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Committed Borrowing to be made by the time otherwise required in Section 2.022.1, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender Bank shall be required obligated to make such Revolving Credit Committed Loans if, at in respect of a Mandatory Borrowing if a Default or an Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after Administrative Agent has delivered a notice of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canEvent of Default which has not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days five (5) Banking Days from and including the date of such Borrowing, Swingline Loan and (iiB) the date of the next succeeding Revolving Credit Borrowing, or (iii) the Swingline Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit BorrowingRatable Loan, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Borrowing Ratable Loan prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Borrowing Ratable Loan is not requested prior to earlier the earliest of (A) the Swingline Maturity Date and the end of the five (5) Banking Day period after such Swingline Loan was made, or unless Borrower shall have notified Administrative Agent and the Swingline Lender prior to 1:00 p.m. (New York City time) on the third (3rd) Banking Day after such Swingline Loan was made that Borrower intends to reimburse Swingline Lender for the Revolving Credit Facility amount of such Swingline Loan with funds other than proceeds of Ratable Loans, Borrower shall be deemed to have requested Ratable Loans comprised entirely of Base Rate Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to Swingline Lender. In addition, if (x) Borrower does not repay a Swingline Loan on or prior to the end of such five (5) Banking Day period, or (By) a Default or Event of Default shall have occurred during such five (5) Banking Day period, Swingline Lender may, at any time, in its sole discretion, by written notice to the last day Borrower and Administrative Agent, demand repayment of any such 10 day period from the date its Swingline Loans by way of any Swingline BorrowingRatable Loans, in which case the Borrower shall be deemed to have requested a Ratable Loans comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the such Swingline Loans then outstanding, the proceeds of which shall be used to repay the Swingline Lender for such Swingline LoansLoans to Swingline Lender. In addition, the Swingline Lender may, at any time, in its sole discretion Any Ratable Loan which is deemed requested by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.03(b)(3) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender Bank hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Ratable Loans promptly upon receipt of notice from Administrative Agent of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Bank (or the next Banking Day if such notice is received after 12:00 p.m. (New York City time)) notwithstanding (I) the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Ratable Loans otherwise required hereunder, (II) whether any conditions specified in Article V Section 4.02 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Ratable Loan to be made by the time otherwise required in Section 2.022.05, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Banking Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Loan Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required to make such Revolving Credit Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence of a Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days from and including the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Committed Borrowing or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Committed Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Committed Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Committed Borrowing is not requested prior to earlier of (A) the Maturity Date for or the Revolving Credit Facility or (B) end of the last day of any such 10 day period from the date of any after a Swingline Borrowing, or unless the Borrower shall have notified the Administrative Agent and the Swingline Lender prior to 1:00 P.M. (New York City time) on the fourth (4th) Business Day after the Swingline Borrowing that the Borrower intends to reimburse the Swingline Bank for the amount of such Swingline Borrowing with funds other than proceeds of the Loans, the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender. In addition, if (x) the Borrower does not repay the Swingline Loan on or prior to the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day end of such 10 day period, as applicableor (y) a Potential Event of Default or Event of Default shall have occurred during such 10 day period, the Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Committed Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loans in the amount of the such Swingline Loans then outstanding, the proceeds of which shall be used to repay such Swingline Loans to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion Any Committed Borrowing which is deemed requested by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.9(b)(iii) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Committed Loans promptly upon receipt of notice from the Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Lender (or the next Business Day if such notice is received after 12:00 noon (New York City time)) notwithstanding (I) that the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Committed Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 6.2 are then satisfied, (III) whether a Potential Event of Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Committed Borrowing to be made by the time otherwise required in Section 2.022.1, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required obligated to make such Revolving Credit Committed Loans if, at in respect of a Mandatory Borrowing if a Potential Event of Default or an Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after the Administrative Agent has delivered a notice of Potential Event of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canEvent of Default which has not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan borrowing that is a Floating Rate Loan shall be due and payable on the earliest of (i) 10 days from the date of such Borrowing, (ii) the date of the next succeeding Revolving Credit Borrowing, or (iii) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Facility Termination Date. Each Swingline Borrowing prior to the date it Loan borrowing that is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice a LIBOR Market Index Rate Loan shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Borrowing, such Swingline Loans shall be repaid from the proceeds of such Revolving Credit Borrowing prior to any distribution of such proceeds to the Borrower. If, and to the extent, a Revolving Credit Borrowing is not requested prior to earlier of (A) the Maturity Facility Termination Date for the Revolving Credit Facility or and (B) the last day of any such 10 day period from fourteen days after the date of any such Swingline Borrowing, the Borrower shall be deemed to have requested a Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, in the amount of the is made. Swingline Loans then outstanding, that are LIBOR Market Index Rate Loans may not be refinanced with the proceeds of which shall be used to repay the Swingline Lender for such Swingline Loans that are LIBOR Market Index Rate Loans. In addition, the The Swingline Lender may, at any time, in its sole discretion discretion, by written notice to the Company Borrower and the Administrative Agent, require demand repayment of its Swingline Loans by way of a Revolving Credit LoanLoan borrowing, in which case the Borrower shall be deemed to have requested a Base Revolving Loan borrowing comprised entirely of Floating Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (i) the Maturity Date for the Revolving Credit Facility and upon Termination Date, (ii) the occurrence of any Event of Default described in under Section 8.01(g7.6 or 7.7, (iii) or 8.01(h) and also upon acceleration of the ObligationsObligations hereunder, whether on account of an Event of a Default described in Section 8.01(g) 7.6 or 8.01(h) 7.7 or any other Event of Default, (iv) the exercise of remedies in accordance with the provisions of Section 8.02 following an Event Article 8 hereof and (v) with respect to any LIBOR Market Index Rate Loan, the fourteenth day after the making of Default such Loan to the extent such Loan is not repaid sooner (each such Revolving Credit 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 its Applicable Percentage of such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date, date notwithstanding (I) the amount of Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Credit Loans otherwise required hereunder, (II) whether any conditions specified in Article V Section 4.2 are then satisfied, (III) whether a Default or Unmatured Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans to be made by the time otherwise required in Section 2.02hereunder, (V) the date of such Mandatory Borrowing, Borrowing or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required to make such Revolving Credit Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence of a Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Aggregate Commitment. 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 any a proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunderBankruptcy Code), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility Pro Rata Share (determined before giving effect to any termination of the Revolving Credit Commitment Commitments pursuant to Section 8.02), Article 8); 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 extent not paid by the Borrower) 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 Borrowing Loan shall be due and payable on the earliest of (iA) 10 days five (5) Banking Days from and including the date of such BorrowingSwingline Loan, (iiB) the date last calendar day of the next succeeding Revolving Credit Borrowing, month in which such Swingline Loan is made or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding due and payable on the date of any Revolving Credit BorrowingRatable Loan, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Borrowing Ratable Loan prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Borrowing Ratable Loan is not requested prior to earlier the earliest of (A) the Maturity Date Date, the last calendar day of the month in which such Swingline Loan is made, or the end of the five (5) Banking Day period after such Swingline Loan was made, or unless Borrower shall have notified Administrative Agent and the Swingline Lender prior to 1:00 p.m. (New York City time) on the third (3rd) Banking Day after such Swingline Loan was made that Borrower intends to reimburse Swingline Lender for the Revolving Credit Facility amount of such Swingline Loan with funds other than proceeds of the Ratable Loans, Borrower shall be deemed to have requested a Ratable Loan comprised entirely of Base Rate Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to Swingline Lender. In addition, if (x) Borrower does not repay a Swingline Loan on or prior to the end of such five (5) Banking Day period, or (By) a Default or Event of Default shall have occurred during such five (5) Banking Day period, Swingline Lender may, at any time, in its sole discretion, by written notice to the last day Borrower and Administrative Agent, demand repayment of any such 10 day period from the date its Swingline Loans by way of any Swingline Borrowinga Ratable Loan, in which case the Borrower shall be deemed to have requested a Ratable Loan comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the such Swingline Loans then outstanding, the proceeds of which shall be used to repay the Swingline Lender for such Swingline LoansLoans to Swingline Lender. In addition, the Swingline Lender may, at any time, in its sole discretion Any Ratable Loan which is deemed requested by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions this Section 2.03(b)(3) is hereinafter referred to as a "Mandatory Borrowing". Each Bank hereby irrevocably agrees to make Ratable Loans promptly upon receipt of Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account notice from Swingline Lender of any such deemed request therefor as provided herein being hereinafter referred to as for a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Bank (or the next Banking Day if such notice is received after 12:00 p.m. (New York City time)) notwithstanding (I) the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Ratable Loans otherwise required hereunder, (II) whether any conditions specified in Article V Section 4.02 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Ratable Loan to be made by the time otherwise required in Section 2.022.06, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Banking Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Loan Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender Bank shall be required obligated to make such Revolving Credit Ratable Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge in respect of the existence of a Mandatory Borrowing if a Default or such Mandatory Borrowing would cause an Event of Default then exists and the applicable Swingline Loan was made by Swingline Lender without receipt of a Lender to exceed its Revolving Credit Commitment. In written notice of borrowing 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 form specified in Section 2.03(b)(1) 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect Administrative Agent has delivered a notice of the Revolving Credit Facility (determined before giving effect to any termination Default or Event of the Revolving Credit Commitment pursuant to Section 8.02), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of Default 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 extent has not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days 5 Domestic Business Days from the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Committed Borrowing or (iiiC) the Maturity Date Date. In addition, in no event shall Swingline Loans be outstanding for the Revolving Credit Facility; provided, however, the Borrower may prepay more than ten (10) Domestic Business Days in any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidcalendar month. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Committed Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Committed Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Committed Borrowing is not requested prior to earlier of (A) the Maturity Date for or the Revolving Credit Facility or (B) end of the last day of any such 10 day 5-Domestic Business Day period from the date of any after a Swingline Borrowing, the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loans Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion discretion, by written notice to the Company Borrower and the Administrative Agent, require demand repayment of its Swingline Loans by way of a Revolving Credit LoanCommitted Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; providedLoans then outstanding, however, that any such demand the proceeds of which shall be deemed used to have been given one Business Day prior repay such Swingline Loans to the Maturity Date for Swingline Lender. Any Committed Borrowing which is deemed requested by the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, Borrower in accordance with this Section 2.18(b)(iii) is hereinafter referred to as a "Mandatory Borrowing". Each Bank hereby irrevocably agrees to make Committed Loans promptly upon receipt of notice from the provisions of Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account Swingline Lender of any such deemed request therefor as provided herein being hereinafter referred to as for a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Bank (or the next Domestic Business Day if such notice is received after 12:00 P.M. (Chicago time)) notwithstanding (I) the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Committed Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 3.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Committed Borrowing to be made by the time otherwise required in Section 2.022.1, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Domestic Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender Bank shall be required obligated to make such Revolving Credit Committed Loans if, at in respect of a Mandatory Borrowing if a Default or an Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after Administrative Agent has delivered a notice of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canEvent of Default which has not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days from and including the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Committed Borrowing (subject to the following sentence) or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidTermination Date. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit BorrowingCommitted Borrowing which is denominated in the currency in which such Swingline Loan was made, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Committed Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower or the Qualified Borrower, as applicable. IfWith respect to any Swingline Borrowing denominated in Dollars, if, and to the extent, extent a Revolving Credit Committed Borrowing denominated in Dollars is not requested prior to earlier of (A) the Maturity Date for the Revolving Credit Facility Termination Date or (B) the last day end of any such the 10 day period from the date of any after such Swingline Borrowing, and unless the Borrower shall have notified the Administrative Agent and the Swingline Lenders prior to 1:00 P.M. (New York City time) on the fourth (4th) Business Day after such Swingline Borrowing that the Borrower intends to reimburse the Swingline Lenders for the amount of such Swingline Borrowing with funds other than proceeds of the Loans, the Borrower shall be deemed to have requested a Committed Borrowing denominated in Dollars comprised entirely of Base Rate Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lenders. With respect to any Swingline Borrowing denominated in an Alternative Currency, unless the Borrower shall have notified the Administrative Agent and the Swingline Lenders prior to 1:00 P.M. (New York City time) on the second (2nd) day after such Swingline Borrowing that the Borrower intends to reimburse the Swingline Lenders for the amount of such Swingline Borrowing with funds other than proceeds of the Loans, the Borrower shall be deemed to have requested a Committed Borrowing denominated in such Alternative Currency comprised entirety of Eurodollar Rate Loans with an Interest Period of seven (7) days in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lenders. In addition, if (x) the Borrower does not repay the Swingline Loan on or prior to the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day end of such 10 day period, as applicableor (y) a Potential Event of Default or Event of Default shall have occurred during such 10 day period, any Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Committed Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loans (if such Swingline Loans are denominated in Dollars) or Eurodollar Rate Loans with an Interest Period of seven (7) days (if such Swingline Loans are denominated in an Alternative Currency) in the amount of the such Swingline Loans then outstanding, the proceeds of which shall be used to repay such Swingline Loans to the Swingline Lender for such Swingline LoansLenders. In addition, the Swingline Lender may, at any time, in its sole discretion Any Committed Borrowing which is deemed requested by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.9(b)(iii) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Committed Loans promptly upon receipt of notice from a Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and (x) on the same date such datenotice is received by such Lender (or the next Business Day if such notice is received after 12:00 noon (New York City time)), in the case of Committed Loans denominated in Dollars or (y) on the third (3rd) Business Day after such notice is received by such Lender (or the next Business Day thereafter if such notice is received after 12:00 noon (New York City time)), in the case of Committed Loans denominated in an Alternative Currency, in each case notwithstanding (I) that the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Committed Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 6.2 are then satisfied, (III) whether a Potential Event of Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Committed Borrowing to be made by the time otherwise required in Section 2.022.1, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required obligated to make such Revolving Credit Committed Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence of a Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of a Mandatory Borrowing if a Potential Event of Default or an Event of Default then exists and the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), provided that (A) all interest payable on applicable Swingline Loan was made by the Swingline Loans shall be for Lenders without receipt of a written Notice of Borrowing in the account form specified in subclause (i) above or after the Administrative Agent has delivered a notice of the Swingline Lender until the date as Potential Event of Default or Event of Default 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 extent has not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days five (5) Business Days from and including the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Loan or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit BorrowingLoan, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Borrowing Loan prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Borrowing Loan is not requested prior to earlier of (A) the Maturity Date or the end of the five Business Day period after a Swingline Borrowing, or unless the Borrower shall have notified the Administrative Agent and the Swingline Lender prior to 1:00 P.M. (New York City time) on the fourth (4th) Business Day after the Swingline Borrowing that the Borrower intends to reimburse the Swingline Lender for the amount of such Swingline Borrowing with funds other than proceeds of the Revolving Credit Facility or (B) the last day of any such 10 day period from the date of any Swingline BorrowingLoans, the Borrower shall be deemed to have requested a Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender. In addition, if (x) the Borrower does not repay the Swingline Loan on or prior to the end of such five Business Day period, or (y) a Default or Event of Default shall have occurred during such five Business Day period, the Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Borrowing, in which case the Borrower shall be deemed to have requested a Borrowing comprised entirely of Base Rate Loans in the amount of such Swingline Loans then outstanding, the proceeds of which shall be used to repay such Swingline Loans to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion Any Borrowing which is deemed requested by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.9.2(c) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date, notwithstanding (I) the amount of Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans otherwise required hereunder, (II) whether any conditions specified in Article V are then satisfied, (III) whether a Default then exists, (IV) failure for any such request or deemed request for Revolving Credit Loans to be made by the time otherwise required in Section 2.02, (V) the date of such Mandatory Borrowing, or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required to make such Revolving Credit Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence of a Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.a

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days 5 Business Days from and including the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Committed Borrowing or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Committed Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Committed Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Committed Borrowing is not requested prior to earlier of (A) the Maturity Date or the end of the 5 Business Day period after a Swingline Borrowing, or unless the Borrower shall have notified the Administrative Agent and the Swingline Lender prior to 1:00 p.m. (New York City time) on the fourth (4th) Business Day after the Swingline Borrowing that the Borrower intends to reimburse the Swingline Bank for the Revolving Credit Facility or (B) amount of such Swingline Borrowing with funds other than proceeds of the last day of any such 10 day period from the date of any Swingline BorrowingLoans, the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender. In addition, if (x) the Borrower does not repay the Swingline Loan on or prior to the end of such 5 Business Day period, or (y) a Default or Event of Default shall have occurred during such 5 Business Day period, the Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Committed Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loans in the amount of such Swingline Loans then outstanding, the proceeds of which shall be used to repay such Swingline Loans to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion Any Committed Borrowing which is deemed requested by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.3(b)(iii) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender Bank hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Committed Loans promptly upon receipt of notice from the Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Bank (or the next Business Day if such notice is received after 12:00 noon (New York City time)) notwithstanding (I) that the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Committed Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 3.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Committed Borrowing to be made by the time otherwise required in Section 2.022.2, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender Bank shall be required obligated to make such Revolving Credit Committed Loans if, at in respect of a Mandatory Borrowing if a Default or an Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after Administrative Agent has delivered a notice of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canEvent of Default which has not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days 5 Business Days from and including the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Committed Borrowing or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Committed Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Committed Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Committed Borrowing is not requested prior to earlier of (A) the Maturity Date or the end of the 5 Business Day period after a Swingline Borrowing, or unless the Borrower shall have notified the Administrative Agent and the Swingline Lender prior to 1:00 P.M. (New York City time) on the fourth (4th) Business Day after the Swingline Borrowing that the Borrower intends to reimburse the Swingline Bank for the Revolving Credit Facility or (B) amount of such Swingline Borrowing with funds other than proceeds of the last day of any such 10 day period from the date of any Swingline BorrowingLoans, the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender. In addition, if (x) the Borrower does not repay the Swingline Loan on or prior to the end of such 5 Business Day period, or (y) a Default or Event of Default shall have occurred during such 5 Business Day period, the Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Committed Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loans in the amount of such Swingline Loans then outstanding, the proceeds of which shall be used to repay such Swingline Loans to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion Any Committed Borrowing which is deemed requested by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.3(b)(iii) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender Bank hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Committed Loans promptly upon receipt of notice from the Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Bank (or the next Business Day if such notice is received after 12:00 noon (New York City time)) notwithstanding (I) that the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Committed Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 3.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Committed Borrowing to be made by the time otherwise required in Section 2.022.2, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender Bank shall be required obligated to make such Revolving Credit Committed Loans if, at in respect of a Mandatory Borrowing if a Default or an Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after Administrative Agent has delivered a notice of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canEvent of Default which has not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 ten (10) days from after the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Committed Revolving Credit Borrowing, or and (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidMaturity Date. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Committed Revolving Credit Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Committed Revolving Credit Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Committed Revolving Credit Borrowing is not requested prior to earlier of (A) the Maturity Date for the Revolving Credit Facility Maturity Date or the end of the five (B5) the last day of any such 10 day period from the date of any after a Swingline Borrowing, or unless the Borrower shall have notified the Administrative Agent and the Swingline Lender prior to 1:00 P.M. (New York City time) on the fourth (4th) day after the Swingline Borrowing that the Borrower intends to reimburse the Swingline Lender for the amount of such Swingline Borrowing with funds other than proceeds of the Revolving Loans, the Borrower shall be deemed to have requested a Committed Revolving Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender. In addition, if (x) the Borrower does not repay the Swingline Loan on or prior to the end of such five (5) day period, or (y) a Default or Event of Default shall have occurred during such five (5) day period, the Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Committed Revolving Borrowing, in which case the Borrower shall be deemed to have requested a Committed Revolving Borrowing comprised entirely of Base Rate Loans in the amount of such Swingline Loans then outstanding, the proceeds of which shall be used to repay such Swingline Loans to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion Any Committed Revolving Borrowing which is deemed requested by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.18(b)(iii) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender Revolving Credit Bank hereby irrevocably agrees to make its Applicable Percentage of such Committed Revolving Credit Loans promptly upon receipt of notice from the Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Revolving Credit Bank (or the next Domestic Business Day if such notice is received after 12:00 noon (New York City time)) notwithstanding (I) that the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Committed Revolving Credit Loans Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 3.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for a Committed Revolving Credit Loans Borrowing to be made by the time otherwise required in Section 2.022.2, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Domestic Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender 51 Revolving Credit Bank shall be required obligated to make such Committed Revolving Credit Loans if, at in respect of a Mandatory Borrowing if a Default or an Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after Administrative Agent has delivered a notice of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canEvent of Default which has not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan borrowing shall be due and payable on the earliest of (iA) 10 30 days from the date of such Borrowingborrowing thereof, (iiB) the date of the next succeeding Committed Revolving Credit BorrowingLoan borrowing, if sooner, or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidTermination Date. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Committed Revolving Credit BorrowingLoan borrowing (other than an extension or a conversion of such Committed Revolving Loan), such Swingline Loans shall first be repaid from the proceeds of such Committed Revolving Credit Borrowing Loan borrowing prior to any distribution of such proceeds disbursement to the BorrowerBorrowers. If, and to the extent, a Committed Revolving Credit Borrowing is Loans or Competitive Loans are not requested prior to earlier of (A) the Maturity Termination Date for or the Revolving Credit Facility or (B) the last day end of any such 10 30 day period from the date of any such Swingline BorrowingLoan borrowing, or the date of the next extension or conversion of a Committed Revolving Loan after any such Swingline Loan borrowing, the Borrower Borrowers shall be deemed to have requested a Committed Revolving Loan comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the such Swingline Loans Loan borrowing then outstanding, the proceeds of which shall be used to repay the Swingline Lender for such Swingline LoansLoan. In addition, the Swingline Lender may, at any time, in its sole discretion discretion, by written notice to the Company Borrowers and the Administrative Agent, require demand repayment of its Swingline Loans by way of a Committed Revolving Credit LoanLoan borrowing, in which case the Borrower Borrowers shall be deemed to have requested a Committed Revolving Loan borrowing comprised entirely of Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Termination Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h9.1(f) and also upon acceleration of the ObligationsCredit Party Obligations hereunder, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h9.1(f) or any other Event of Default, and the exercise of remedies in accordance with the provisions of Section 8.02 following an Event of Default 9.2 hereof (each such Committed Revolving Credit 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 its Applicable Percentage of such Committed Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such datedate (or the next Business Day if such notice is received after 2:00 P.M. (Charlotte, North Carolina time)) notwithstanding (I) the amount of Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Committed Revolving Credit Loans otherwise required hereunder, (II) whether any conditions specified in Article V Section 5.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Committed Revolving Credit Loans Loan to be made by the time otherwise required in Section 2.022.1(b)(i), (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Business Day occurring prior to the Termination Date), or (VI) any reduction in the Revolving Credit Commitment Committed Amount or termination of the Revolving Credit Commitment Commitments relating thereto immediately prior to such Mandatory Borrowing or contemporaneously contemporaneous therewith; provided, however, that no Lender shall be required to make such Revolving Credit Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence of a Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. 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 any a proceeding under any Debtor Relief Laws the Bankruptcy Code with respect to the Borrower or any other obligor hereundereither Borrower), then each Revolving Credit 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 Revolving Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Revolving Commitment Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment Commitments pursuant to Section 8.029.2), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.is

Repayment of Swingline Loans. Each Swingline Borrowing shall be due and payable on the earliest of (i) 10 days from the date of such Borrowing, (ii) the date of the next succeeding Revolving Credit Borrowing, or (iii) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Borrowing, such Swingline Loans shall be repaid from the proceeds of such Revolving Credit Borrowing prior to any distribution of such proceeds to the Borrower. If, and to the extent, a Revolving Credit Borrowing is not requested prior to earlier of (A) the Maturity Date for the Revolving Credit Facility or (B) the last day of any such 10 day period from the date of any Swingline Borrowing, the Borrower shall be deemed to have requested a Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, in the amount of the Swingline Loans then outstanding, the proceeds of which shall be used to repay the Swingline Lender for such Swingline Loans. In addition, the Swingline Lender may, at any time, in its sole discretion by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of Section 8.02 following an Event of Default (each such Revolving Credit Loan 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 its Applicable Percentage of such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date, notwithstanding (I) the amount of Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans otherwise required hereunder, (II) whether any conditions specified in Article V are then satisfied, (III) whether a Default then exists, (IV) failure for any such request or deemed request for Revolving Credit Loans to be made by the time otherwise required in Section 2.02, (V) the date of such Mandatory Borrowing, or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required to make such Revolving Credit Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence of a Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments 69 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days 5-Business Days from the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Committed Borrowing or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Committed Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Committed Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Committed Borrowing is not requested prior to earlier of (A) the Maturity Date for or the Revolving Credit Facility or (B) end of the last day of any such 10 day 5-Business Day period from the date of any after a Swingline Borrowing, the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loans Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion discretion, by written notice to the Company Borrower and the Administrative Agent, require demand repayment of its Swingline Loans by way of a Revolving Credit LoanCommitted Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; providedLoans then outstanding, however, that any such demand the proceeds of which shall be deemed used to have been given one Business Day prior repay such Swingline Loans to the Maturity Date for Swingline Lender. Any Committed Borrowing which is deemed requested by the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, Borrower in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.3(b)(iii) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender Bank hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Committed Loans promptly upon receipt of notice from the Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such datenotice is received by such Bank (or the next Business Day if such notice is received after 1:00 P.M. (New York, New York time)) notwithstanding (I) the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Committed Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 3.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Committed Borrowing to be made by the time otherwise required in Section 2.022.1, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender Bank shall be required obligated to make such Revolving Credit Committed Loans if, at in respect of a Mandatory Borrowing if a Default or an Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after Administrative Agent has delivered a notice of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canEvent of Default which has not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 five (5) days from the date of the applicable Funding Date for such BorrowingSwingline Loan, (iiB) the date of the next succeeding Revolving Borrowing under Section 2.01 hereof (other than a Letter of Credit Mandatory Borrowing, ) or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidTermination Date. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Borrowing under Section 2.01 hereof (other than a Letter of Credit Mandatory Borrowing), such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Borrowing under Section 2.01 hereof (other than a Letter of Credit Borrowing Mandatory Borrowing) is not requested prior to earlier the Termination Date or the end of the five (A5) the Maturity Date for the Revolving Credit Facility or (B) the last day of any such 10 day period from the date of any after a Swingline BorrowingLoan is made, the Borrower shall be deemed to have requested a Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loans Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion discretion, by written notice to the Company Borrower and the Administrative Agent, require demand repayment of its Swingline Loans by way of a Revolving Credit LoanBase Rate Loans, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; providedLoans then outstanding, however, that any such demand the proceeds of which shall be deemed used to have been given one Business Day prior repay such Swingline Loans to the Maturity Date for Swingline Lender. Any Borrowing which is deemed requested by the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, Borrower in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.10(b)(iv) is hereinafter referred to as a “"Swingline Mandatory Borrowing”)". Each Lender hereby irrevocably agrees to make Base Rate Loans in accordance with its Applicable Percentage of such Revolving Credit Loans Pro Rata Share promptly upon receipt of notice from the Swingline Lender of any such request or deemed request on account of each for a Swingline Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Lender (or the next Business Day if such notice is received after 10:00 A.M. (California time)) notwithstanding (I) the amount of the Swingline Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 4.02 hereof are then satisfied, (III) whether a an Event of Default or Unmatured Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Borrowing to be made by the time otherwise required in Section 2.022.01 hereof, (V) the date of such Swingline Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Swingline Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required obligated to make such Revolving Credit any Loans if, at under this Section 2.1 0(b)(iv) if an Event of Default or Unmatured Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after Agent had delivered a notice of an Event of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canUnmatured Event of Default which had not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days 5-Business Days from the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Committed Borrowing or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Committed Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Committed Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Committed Borrowing is not requested prior to earlier of (A) the Maturity Date for or the Revolving Credit Facility or (B) end of the last day of any such 10 day 5-Business Day period from the date of any after a Swingline Borrowing, the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loans Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion discretion, by written notice to the Company Borrower and the Administrative Agent, require demand repayment of its Swingline Loans by way of a Revolving Credit LoanCommitted Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; providedLoans then outstanding, however, that any such demand the proceeds of which shall be deemed used to have been given one Business Day prior repay such Swingline Loans to the Maturity Date for Swingline Lender. Any Committed Borrowing which is deemed requested by the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, Borrower in accordance with this Section 2.3(b)(iii) is hereinafter referred to as a "Mandatory Borrowing". Each Bank hereby irrevocably agrees to make Committed Loans promptly upon receipt of notice from the provisions of Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account Swingline Lender of any such deemed request therefor as provided herein being hereinafter referred to as for a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such datenotice is received by such Bank (or the next Business Day if such notice is received after 1:00 P.M. (New York, New York time)) notwithstanding (I) the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Committed Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 3.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Committed Borrowing to be made by the time otherwise required in Section 2.022.1, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender Bank shall be required obligated to make such Revolving Credit Committed Loans if, at in respect of a Mandatory Borrowing if a Default or an Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after Administrative Agent has delivered a notice of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canEvent of Default which has not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days 5 Domestic Business Days from the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Committed Borrowing or (iiic) the Maturity Date Date. In addition, in no event shall Swingline Loans be outstanding for the Revolving Credit Facility; provided, however, the Borrower may prepay more than ten (10) Domestic Business Days in any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidcalendar month. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Committed Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Committed Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Committed Borrowing is not requested prior to earlier of (A) the Maturity Date for or the Revolving Credit Facility or (B) end of the last day of any such 10 day 5-Domestic Business Day period from the date of any after a Swingline Borrowing, the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loans Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion discretion, by written notice to the Company Borrower and the Administrative Agent, require demand repayment of its Swingline Loans by way of a Revolving Credit LoanCommitted Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; providedLoans then outstanding, however, that any such demand the proceeds of which shall be deemed used to have been given one Business Day prior repay such Swingline Loans to the Maturity Date for Swingline Lender. Any Committed Borrowing which is deemed requested by the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, Borrower in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.18(b)(iii) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender Bank hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Committed Loans promptly upon receipt of notice from the Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Bank (or the next Domestic Business Day if such notice is received after 12:00 P.M. (Chicago time)) notwithstanding (I) the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Committed Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 3.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Committed Borrowing to be made by the time otherwise required in Section 2.022.2, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Domestic Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender Bank shall be required obligated to make such Revolving Credit Committed Loans if, at in respect of a Mandatory Borrowing if a Default or an Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (I) above or after Administrative Agent has delivered a notice of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canEvent of Default which has not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days 5 Domestic Business Days from the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Committed Borrowing or (iiiC) the Maturity Date Date. In addition, in no event shall Swingline Loans be outstanding for the Revolving Credit Facility; provided, however, the Borrower may prepay more than ten (10) Domestic Business Days in any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidcalendar month. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Committed Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Committed Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Committed Borrowing is not requested prior to earlier of (A) the Maturity Date for or the Revolving Credit Facility or (B) end of the last day of any such 10 day 5-Domestic Business Day period from the date of any after a Swingline Borrowing, the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loans Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion discretion, by written notice to the Company Borrower and the Administrative Agent, require demand repayment of its Swingline Loans by way of a Revolving Credit LoanCommitted Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; providedLoans then outstanding, however, that any such demand the proceeds of which shall be deemed used to have been given one Business Day prior repay such Swingline Loans to the Maturity Date for Swingline Lender. Any Committed Borrowing which is deemed requested by the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, Borrower in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.16(b)(iii) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender Bank hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Committed Loans promptly upon receipt of notice from the Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Bank (or the next Domestic Business Day if such notice is received after 1:00 P.M. (New York time)) notwithstanding (I) the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Committed Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 3.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Committed Borrowing to be made by the time otherwise required in Section 2.022.2, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Domestic Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender Bank shall be required obligated to make such Revolving Credit Committed Loans if, at in respect of a Mandatory Borrowing if a Default or an Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after Administrative Agent has delivered a notice of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canEvent of Default which has not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days five (5) Business Days from and including the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Loan or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit BorrowingLoan, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Borrowing Loan prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Borrowing Loan is not requested prior to earlier of (A) the Maturity Date or the end of the five Business Day period after a Swingline Borrowing, or unless the Borrower shall have notified the Administrative Agent and the Swingline Lender prior to 1:00 P.M. (New York City time) on the fourth (4th) Business Day after the Swingline Borrowing that the Borrower intends to reimburse the Swingline Lender for the amount of such Swingline Borrowing with funds other than proceeds of the Revolving Credit Facility or (B) the last day of any such 10 day period from the date of any Swingline BorrowingLoans, the Borrower shall be deemed to have requested a Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender. In addition, if (x) the Borrower does not repay the Swingline Loan on or prior to the end of such five Business Day period, or (y) a Default or Event of Default shall have occurred during such five Business Day period, the Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Borrowing, in which case the Borrower shall be deemed to have requested a Borrowing comprised entirely of Base Rate Loans in the amount of such Swingline Loans then outstanding, the proceeds of which shall be used to repay such Swingline Loans to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion Any Borrowing which is deemed requested by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.9.2(c) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Loans shall, promptly upon receipt of notice from the Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Lender (or the next Business Day if such notice is received after 12:00 noon (New York City time)) make available its pro rata share of such Borrowing notwithstanding (I) that the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 5.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Borrowing to be made by the time otherwise required in Section 2.022.1, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided. Notwithstanding anything to the contrary herein, however, that no Lender Borrower shall not be required permitted to make such Revolving Credit Loans if, at the time that the pay any outstanding Swingline Lender agreed to fund any requested Borrowing with funds received from another Swingline Borrowing, the Swingline Lender had knowledge of the existence of a Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 ten (10) days from after the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Committed Revolving Credit Borrowing, or and (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidMaturity Date. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Committed Revolving Credit Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Committed Revolving Credit Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Committed Revolving Credit Borrowing is not requested prior to earlier of (A) the Maturity Date for the Revolving Credit Facility Maturity Date or the end of the five (B5) the last day of any such 10 day period from the date of any after a Swingline Borrowing, or unless the Borrower shall have notified the Administrative Agent and the Swingline Lenders prior to 1:00 P.M. (New York City time) on the fourth (4th) day after the Swingline Borrowing that the Borrower intends to reimburse such Swingline Lenders for the amount of such Swingline Borrowing with funds other than proceeds of the Revolving Loans, the Borrower shall be deemed to have requested a Committed Revolving Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loans to such Swingline Lenders. In addition, if (x) the Borrower does not repay the Swingline Loans on or prior to the end of such five (5) day period, or (y) a Default or Event of Default shall have occurred during such five (5) day period, each Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Committed Revolving Borrowing, in which case the Borrower shall be deemed to have requested a Committed Revolving Borrowing comprised entirely of Base Rate Loans in the amount of such Swingline Loans then outstanding, the proceeds of which shall be used to repay the Swingline Lender for such Swingline LoansLoans to such Swingline Lender. In addition, the Swingline Lender may, at any time, in its sole discretion Any Committed Revolving Borrowing which is deemed requested by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.18(b)(iii) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender Revolving Credit Bank hereby irrevocably agrees to make its Applicable Percentage of such Committed Revolving Credit Loans promptly upon receipt of notice from a Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Revolving Credit Bank (or the next Domestic Business Day if such notice is received after 12:00 noon (New York City time)) notwithstanding (I) that the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Committed Revolving Credit Loans Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 3.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for a Committed Revolving Credit Loans Borrowing to be made by the time otherwise required in Section 2.022.2, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Domestic Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender 57 Revolving Credit Bank shall be required obligated to make such Committed Revolving Credit Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge in respect of the existence of a Mandatory Borrowing if a Default or such Mandatory an Event of Default then exists and the applicable Swingline Loan was made by a Swingline Lender without receipt of a written Notice of Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In in the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required form specified in subclause (i) above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect Administrative Agent has delivered a notice of the Revolving Credit Facility (determined before giving effect to any termination Default or Event of the Revolving Credit Commitment pursuant to Section 8.02), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of Default 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 extent has not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing shall be due and payable on The Borrower hereby unconditionally promises to pay to the earliest of (i) 10 days from the date of such Borrowing, (ii) the date of the next succeeding Revolving Credit Borrowing, or (iii) the Maturity Date Administrative Agent for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to account of the Swingline Lender not later than 1:00 p.m. the then unpaid principal amount of each Swingline Loan on the earlier of the Facility Termination Date and the fifth Business Day after such Swingline Loan is made; provided that on each date of prepayment of such Borrowing. If such notice that a Revolving Advance in Dollars is given by the Borrowermade, the Borrower shall make such prepayment repay all Swingline Loans then outstanding and the payment proceeds of any such Advance (to the extent of the amount specified in of such notice outstanding Swingline Loans) shall be due and payable on applied by the date specified therein, together with accrued interest Administrative Agent to such date on the amount prepaid. If, and to the extent, repay any Swingline Loans shall be outstanding on the date of any Revolving Credit Borrowing, such Swingline Loans shall be repaid from the proceeds of such Revolving Credit Borrowing prior to any distribution of such proceeds to the Borrower. If, and to the extent, a Revolving Credit Borrowing is not requested prior to earlier of (A) the Maturity Date for the Revolving Credit Facility or (B) the last day of any such 10 day period from the date of any Swingline Borrowing, the Borrower shall be deemed to have requested a Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, in the amount of the Swingline Loans then outstanding, the proceeds of which shall be used to repay the Swingline Lender for such Swingline Loans. In addition, the Swingline Lender may, at any time, in its sole discretion may by written notice given to the Company Administrative Agent require the Lenders to acquire participations in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender with a Revolving Commitment, specifying in such notice such Lender’s Pro Rata of such Swingline Loans. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by Noon, Chicago time, on a Business Day no later than 4:00 p.m. Chicago time on such Business Day and if received after Noon Chicago time, on a Business Day shall mean no later than Noon Chicago time on the immediately succeeding Business Day), to pay to the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of Section 8.02 following an Event of Default (each such Revolving Credit Loan 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 its Applicable Percentage of such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date, notwithstanding (I) the amount of Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans otherwise required hereunder, (II) whether any conditions specified in Article V are then satisfied, (III) whether a Default then exists, (IV) failure for any such request or deemed request for Revolving Credit Loans to be made by the time otherwise required in Section 2.02, (V) the date of such Mandatory Borrowing, or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required to make such Revolving Credit Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence of a Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender, the Lender’s Pro Rata Share of such Swingline Loans. Each Lender until the date as of which the respective participation is purchased, acknowledges and (B) at the time any purchase of agrees that its obligation to acquire participations in Swingline Loans pursuant to this sentence paragraph is actually madeabsolute and unconditional and shall not be affected by any circumstance whatsoever, including the purchasing occurrence and continuance of an Unmatured Default or a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall be required comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.9 with respect to pay Loans made by such Lender (and Section 2.9 and 2.19 shall apply, mutatis mutandis, to the extent not paid by payment obligations of the Borrower) Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender interest on the principal amount amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rateany participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter at a rate equal payments in respect of such Swingline Loan shall be made to the Base RateAdministrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days from and including the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Committed Borrowing (subject to the following sentence) or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidTermination Date. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit BorrowingCommitted Borrowing which is denominated in the currency in which such Swingline Loan was made, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Committed Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower or the Qualified Borrower, as applicable. IfWith respect to any Swingline Borrowing denominated in Dollars, if, and to the extent, extent a Revolving Credit Committed Borrowing denominated in Dollars is not requested prior to earlier of (A) the Maturity Date for the Revolving Credit Facility Termination Date or (B) the last day end of any such the 10 day period from the date of any after such Swingline Borrowing, and unless the Borrower shall have notified the Administrative Agent and the Swingline Lender prior to 1:00 P.M. (New York City time) on the fourth (4th) Business Day after such Swingline Borrowing that the Borrower intends to reimburse the Swingline Bank for the amount of such Swingline Borrowing with funds other than proceeds of the Loans, the Borrower shall be deemed to have requested a Committed Borrowing denominated in Dollars comprised entirely of Base Rate Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender. With respect to any Swingline Borrowing denominated in an Alternative Currency, unless the Borrower shall have notified the Administrative Agent and the Swingline Lender prior to 1:00 P.M. (New York City time) on the second (2nd day) after such Swingline Borrowing that the Borrower intends to reimburse the Swingline Bank for the amount of such Swingline Borrowing with funds other than proceeds of the Loans, the Borrower shall be deemed to have requested a Committed Borrowing denominated in such Alternative Currency comprised entirety of Eurodollar Rate Loans with an Interest Period of seven (7) days in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender. In addition, if (x) the Borrower does not repay the Swingline Loan on or prior to the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day end of such 10 day period, as applicableor (y) a Potential Event of Default or Event of Default shall have occurred during such 10 day period, the Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Committed Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loans (if such Swingline Loans are denominated in Dollars) or Eurodollar Rate Loans with an Interest Period of seven (7) days (if such Swingline Loans are denominated in an Alternative Currency) in the amount of the such Swingline Loans then outstanding, the proceeds of which shall be used to repay such Swingline Loans to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion Any Committed Borrowing which is deemed requested by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.9(b)(iii) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Committed Loans promptly upon receipt of notice from the Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and (x) on the same date such datenotice is received by such Lender (or the next Business Day if such notice is received after 12:00 noon (New York City time)), in the case of Committed Loans denominated in Dollars or (y) on the third (3rd) Business Day after such notice is received by such Lender (or the next Business Day thereafter if such notice is received after 12:00 noon (New York City time)), in the case of Committed Loans denominated in an Alternative Currency, in each case notwithstanding (I) that the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Committed Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 6.2 are then satisfied, (III) whether a Potential Event of Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Committed Borrowing to be made by the time otherwise required in Section 2.022.1, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required obligated to make such Revolving Credit Committed Loans if, at in respect of a Mandatory Borrowing if a Potential Event of Default or an Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after the Administrative Agent has delivered a notice of Potential Event of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canEvent of Default which has not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 five (5) days from the date of the applicable Funding Date for such BorrowingSwingline Loan, (iiB) the date of the next succeeding Revolving Borrowing under Section 2.01 hereof (other than a Letter of Credit Mandatory Borrowing, ) or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidTermination Date. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Borrowing under Section 2.01 hereof (other than a Letter of Credit Mandatory Borrowing), such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Borrowing under Section 2.01 hereof (other than a Letter of Credit Borrowing Mandatory Borrowing) is not requested prior to earlier the Termination Date or the end of the five (A5) the Maturity Date for the Revolving Credit Facility or (B) the last day of any such 10 day period from the date of any after a Swingline BorrowingLoan is made, the Borrower shall be deemed to have requested a Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loans Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion discretion, by written notice to the Company Borrower and the Administrative Agent, require demand repayment of its Swingline Loans by way of a Revolving Credit LoanBase Rate Loans, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; providedLoans then outstanding, however, that any such demand the proceeds of which shall be deemed used to have been given one Business Day prior repay such Swingline Loans to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, Swingline Lender. Any Borrowing which is deemed requested by Borrower in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.10(b)(iv) is hereinafter referred to as a “"Swingline Mandatory Borrowing”)". Each Lender hereby irrevocably agrees to make Base Rate Loans in accordance with its Applicable Percentage of such Revolving Credit Loans Pro Rata Share promptly upon receipt of notice from the Swingline Lender of any such request or deemed request on account of each for a Swingline Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, 39 notice is received by such Lender (or the next Business Day if such notice is received after 10:00 A.M. (California time)) notwithstanding (I) the amount of the Swingline Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 4.02 hereof are then satisfied, (III) whether a an Event of Default or Unmatured Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Borrowing to be made by the time otherwise required in Section 2.022.01 hereof, (V) the date of such Swingline Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Swingline Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required obligated to make such Revolving Credit any Loans if, at under this Section 2.10(b)(iv) if an Event of Default or Unmatured Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after Agent had delivered a notice of an Event of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canUnmatured Event of Default which had not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing shall be due and payable on the earliest of (i) 10 days from the date of such Borrowing, (ii) the date of the next succeeding Revolving Credit Borrowing, or (iii) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Borrowing, such Swingline Loans shall be repaid from the proceeds of such Revolving Credit Borrowing prior to any distribution of such proceeds to the Borrower. If, and to the extent, a Revolving Credit Borrowing is not requested prior to earlier of (A) the Maturity Date for the Revolving Credit Facility or (B) the last day of any such 10 day period from the date of any Swingline Borrowing, the Borrower shall be deemed to have requested a Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, in the amount of the Swingline Loans then outstanding, the proceeds of which shall be used to repay the Swingline Lender for such Swingline Loans. In addition, the Swingline Lender may, at any time, in its sole discretion by written notice to the Company Borrower and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan Advance of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of Section 8.02 following an Event of Default (each such Revolving Credit Loan 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 its Applicable Percentage of such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date, notwithstanding (I) the amount of Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans otherwise required hereunder, (II) whether any conditions specified in Article V are then satisfied, (III) whether a Default then exists, (IV) failure for any such request or deemed request for Revolving Credit Loans to be made by the time otherwise required in Section 2.02, (V) the date of such Mandatory Borrowing, or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required to make such Revolving Credit Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence of a Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days five (5) Banking Days from and including the date of such BorrowingSwingline Loan, (iiB) the date last calendar day of the next succeeding Revolving Credit Borrowing, month in which such Swingline Loan is made or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding due and payable on the date of any Revolving Credit BorrowingRatable Loan, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Borrowing Ratable Loan prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Borrowing Ratable Loan is not requested prior to earlier the earliest of (A) the Maturity Date Date, the last calendar day of the month in which such Swingline Loan is made, or the end of the five (5) Banking Day period after such Swingline Loan was made, or unless Borrower shall have notified Administrative Agent and the Swingline Lender prior to 1:00 p.m. (New York City time) on the third (3rd) Banking Day after such Swingline Loan was made that Borrower intends to reimburse Swingline Lender for the Revolving Credit Facility amount of such Swingline Loan with funds other than proceeds of the Ratable Loans, Borrower shall be deemed to have requested a Ratable Loan comprised entirely of Base Rate Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to Swingline Lender. In addition, if (x) Borrower does not repay a Swingline Loan on or prior to the end of such five (5) Banking Day period, or (By) a Default or Event of Default shall have occurred during such five (5) Banking Day period, Swingline Lender may, at any time, in its sole discretion, by written notice to the last day Borrower and Administrative Agent, demand repayment of any such 10 day period from the date its Swingline Loans by way of any Swingline Borrowinga Ratable Loan, in which case the Borrower shall be deemed to have requested a Ratable Loan comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the such Swingline Loans then outstanding, the proceeds of which shall be used to repay the Swingline Lender for such Swingline LoansLoans to Swingline Lender. In addition, the Swingline Lender may, at any time, in its sole discretion Any Ratable Loan which is deemed requested by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.03(b)(3) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender Bank hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Ratable Loans promptly upon receipt of notice from Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Bank (or the next Banking Day if such notice is received after 12:00 p.m. (New York City time)) notwithstanding (I) the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Ratable Loans otherwise required hereunder, (II) whether any conditions specified in Article V Section 4.02 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Ratable Loan to be made by the time otherwise required in Section 2.022.06, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Banking Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Loan Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender Bank shall be required obligated to make such Revolving Credit Ratable Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge in respect of the existence of a Mandatory Borrowing if a Default or such Mandatory Borrowing would cause an Event of Default then exists and the applicable Swingline Loan was made by Swingline Lender without receipt of a Lender to exceed its Revolving Credit Commitment. In written notice of borrowing 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 form specified in Section 2.03(b)(1) 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect Administrative Agent has delivered a notice of the Revolving Credit Facility (determined before giving effect to any termination Default or Event of the Revolving Credit Commitment pursuant to Section 8.02), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of Default 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 extent has not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan, including all interest accrued thereon, shall be due and payable on the earliest of (iA) 10 days five (5) Business Days from and including the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Borrowing of a Revolving Credit Borrowing, Loan or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Borrowing of a Revolving Credit BorrowingLoan, such Swingline Loans shall first be repaid from the proceeds of such Borrowing of a Revolving Credit Borrowing Loan prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Borrowing of a Revolving Credit Borrowing Loan is not requested prior to earlier of (A) the Maturity Date or the end of the five Business Day period after a Swingline Borrowing, or unless the Borrower shall have notified the Administrative Agent and the Swingline Lender prior to 1:00 P.M. (New York City time) on the fourth (4th) Business Day after the Swingline Borrowing that the Borrower intends to reimburse the Swingline Lender for the Revolving Credit Facility or (B) amount of such Swingline Borrowing with funds other than proceeds of the last day of any such 10 day period from the date of any Swingline BorrowingLoans, the Borrower shall be deemed to have requested a Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender. In addition, if (x) the Borrower does not repay the Swingline Loan on or prior to the end of such five Business Day period, or (y) a Default or Event of Default shall have occurred during such five Business Day period, the Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Borrowing, in which case the Borrower shall be deemed to have requested a Borrowing comprised entirely of Base Rate Loans in the amount of such Swingline Loans then outstanding, the proceeds of which shall be used to repay such Swingline Loans to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion Any Borrowing which is deemed requested by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.9(b)(iii) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Loans promptly upon receipt of notice from the Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Lender (or the next Business Day if such notice is received after 12:00 noon (New York City time)) notwithstanding (I) that the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 5.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Borrowing to be made by the time otherwise required in Section 2.022.1, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required obligated to make such Revolving Credit Loans if, at in respect of a Mandatory Borrowing if a Default or an Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a Swingline Bond Notice in the form specified in subclause (i) above or after the Administrative Agent has delivered a notice of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canEvent of Default which has not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing shall be due and payable on The Borrower hereby unconditionally promises to pay to the earliest of (i) 10 days from the date of such Borrowing, (ii) the date of the next succeeding Revolving Credit Borrowing, or (iii) the Maturity Date Administrative Agent for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to account of the Swingline Lender not later than 1:00 p.m. the then unpaid principal amount of each Swingline Loan on the earlier of the Facility Termination Date and the fifth Business Day after such Swingline Loan is made; provided that on each date of prepayment of such Borrowing. If such notice that a Revolving Advance in Dollars is given by the Borrowermade, the Borrower shall make such prepayment repay all Swingline Loans then outstanding and the payment proceeds of any such Advance (to the extent of the amount specified in of such notice outstanding Swingline Loans) shall be due and payable on applied by the date specified therein, together with accrued interest Administrative Agent to such date on the amount prepaid. If, and to the extent, repay any Swingline Loans shall be outstanding on the date of any Revolving Credit Borrowing, such Swingline Loans shall be repaid from the proceeds of such Revolving Credit Borrowing prior to any distribution of such proceeds to the Borrower. If, and to the extent, a Revolving Credit Borrowing is not requested prior to earlier of (A) the Maturity Date for the Revolving Credit Facility or (B) the last day of any such 10 day period from the date of any Swingline Borrowing, the Borrower shall be deemed to have requested a Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, in the amount of the Swingline Loans then outstanding, the proceeds of which shall be used to repay the Swingline Lender for such Swingline Loans. In addition, the Swingline Lender may, at any time, in its sole discretion may by written notice given to the Company Administrative Agent require the Lenders to acquire participations in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender with a Revolving Commitment, specifying in such notice such Lender’s Pro Rata Share of such Swingline Loans. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by Noon, Chicago time, on a Business Day no later than 4:00 p.m. Chicago time on such Business Day and if received after Noon Chicago time, on a Business Day shall mean no later than Noon Chicago time on the immediately succeeding Business Day), to pay to the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of Section 8.02 following an Event of Default (each such Revolving Credit Loan 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 its Applicable Percentage of such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date, notwithstanding (I) the amount of Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans otherwise required hereunder, (II) whether any conditions specified in Article V are then satisfied, (III) whether a Default then exists, (IV) failure for any such request or deemed request for Revolving Credit Loans to be made by the time otherwise required in Section 2.02, (V) the date of such Mandatory Borrowing, or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required to make such Revolving Credit Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence of a Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender, the Lender’s Pro Rata Share of such Swingline Loans. Each Lender until the date as of which the respective participation is purchased, acknowledges and (B) at the time any purchase of agrees that its obligation to acquire participations in Swingline Loans pursuant to this sentence paragraph is actually madeabsolute and unconditional and shall not be affected by any circumstance whatsoever, including the purchasing occurrence and continuance of an Unmatured Default or a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall be required comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.9 with respect to pay Loans made by such Lender (and Section 2.9 and 2.19 shall apply, mutatis mutandis, to the extent not paid by payment obligations of the Borrower) Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender interest on the principal amount amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rateany participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter at a rate equal payments in respect of such Swingline Loan shall be made to the Base RateAdministrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days five (5) Banking Days from and including the date of such BorrowingSwingline Loan, (iiB) the date last calendar day of the next succeeding Revolving Credit Borrowing, month in which such Swingline Loan is made or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit BorrowingRatable Loan, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Borrowing Ratable Loan prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Borrowing Ratable Loan is not requested prior to earlier the earliest of (A) the Maturity Date Date, the last calendar day of the month in which such Swingline Loan is made, or the end of the five (5) Banking Day period after such Swingline Loan was made, or unless Borrower shall have notified Administrative Agent and the Swingline Lender prior to 1:00 p.m. (New York City time) on the third (3rd) Banking Day after such Swingline Loan was made that Borrower intends to reimburse Swingline Lender for the Revolving Credit Facility amount of such Swingline Loan with funds other than proceeds of the Ratable Loans, Borrower shall be deemed to have requested a Ratable Loan comprised entirely of Base Rate Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to Swingline Lenders. In addition, if (x) Borrower does not repay a Swingline Loan on or prior to the end of such five (5) Banking Day period, or (By) a Default or Event of Default shall have occurred during such five (5) Banking Day period, a Swingline Lender may, at any time, in its sole discretion, by written notice to the last day Borrower and Administrative Agent, demand repayment of any such 10 day period from the date all Swingline Loans by way of any Swingline Borrowinga Ratable Loan, in which case the Borrower shall be deemed to have requested a Ratable Loan comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the such Swingline Loans then outstanding, the proceeds of which shall be used to repay the Swingline Lender for such Swingline LoansLoans to Swingline Lenders. In addition, the Swingline Lender may, at any time, in its sole discretion Any Ratable Loan which is deemed requested by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.03(b)(3) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender Bank hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Ratable Loans promptly upon receipt of notice from a Swingline Lender or the Administrative Agent of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Bank (or the next Banking Day if such notice is received after 12:00 p.m. (New York City time)) notwithstanding (I) the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Ratable Loans otherwise required hereunder, (II) whether any conditions specified in Article V Section 4.02 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Ratable Loan to be made by the time otherwise required in Section 2.022.05, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Banking Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Loan Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender Bank shall be required obligated to make such Revolving Credit Ratable Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge in respect of the existence of a Mandatory Borrowing if a Default or such Mandatory Borrowing would cause an Event of Default then exists and the applicable Swingline Loan was made by Swingline Lenders without receipt of a Lender to exceed its Revolving Credit Commitment. In written notice of borrowing 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 form specified in Section 2.03(b)(1) 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect Administrative Agent has delivered a notice of the Revolving Credit Facility (determined before giving effect to any termination Default or Event of the Revolving Credit Commitment pursuant to Section 8.02), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of Default 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 extent has not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days 5 Business Days from and including the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Committed Borrowing or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Committed Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Committed Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Committed Borrowing is not requested prior to earlier of (A) the Maturity Date or the end of the 5 Business Day period after a Swingline Borrowing, or unless the Borrower shall have notified the Administrative Agent and the Swingline Lender prior to 1:00 P.M. (New York City time) on the fourth (4th) Business Day after the Swingline Borrowing that the Borrower intends to reimburse the Swingline Bank for the Revolving Credit Facility or (B) amount of such Swingline Borrowing with funds other than proceeds of the last day of any such 10 day period from the date of any Swingline BorrowingLoans, the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender. In addition, if (x) the Borrower does not repay the Swingline Loan on or prior to the end of such 5 Business Day period, or (y) a Default or Event of Default shall have occurred during such 5 Business Day period, the Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Committed Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loans in the amount of such Swingline Loans then outstanding, the proceeds of which shall be used to repay such Swingline Loans to the Swingline Lender. Any Committed Borrowing which is deemed requested by the Borrower in accordance with this Section 2.3(b)(iii) is hereinafter referred to as a "Mandatory Borrowing". Each Bank hereby irrevocably agrees to make Committed Loans promptly upon receipt of notice from the Swingline Lender for such Swingline Loans. In addition, the Swingline Lender may, at any time, in its sole discretion by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being hereinafter referred to as for a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Bank (or the next Business Day if such notice is received after 12:00 noon (New York City time)) notwithstanding (I) that the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Committed Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 3.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Committed Borrowing to be made by the time otherwise required in Section 2.022.2, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender Bank shall be required obligated to make such Revolving Credit Committed Loans if, at in respect of a Mandatory Borrowing if a Default or an Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after Administrative Agent has delivered a notice of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canEvent of Default which has not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing shall be due and payable on the earliest of (i) 10 days from the date of such Borrowing, (ii) the date of the next succeeding Revolving Credit Borrowing, or (iii) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Borrowing, such Swingline Loans shall be repaid from the proceeds of such Revolving Credit Borrowing prior to any distribution of such proceeds to the Borrower. If, and to the extent, a Revolving Credit Borrowing is not requested prior to earlier of (A) the Maturity Date for the Revolving Credit Facility or (B) the last day of any such 10 day period from the date of any Swingline Borrowing, the Borrower shall be deemed to have requested a Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, in the amount of the Swingline Loans then outstanding, the proceeds of which shall be used to repay the Swingline Lender for such Swingline Loans. In addition, the Swingline Lender may, at any time, in its sole discretion by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have 77 requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of Section 8.02 following an Event of Default (each such Revolving Credit Loan 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 its Applicable Percentage of such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date, notwithstanding (I) the amount of Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans otherwise required hereunder, (II) whether any conditions specified in Article V are then satisfied, (III) whether a Default then exists, (IV) failure for any such request or deemed request for Revolving Credit Loans to be made by the time otherwise required in Section 2.02, (V) the date of such Mandatory Borrowing, or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required to make such Revolving Credit Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence of a Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 ten (10) days from after the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Committed Borrowing, or and (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Committed Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Committed Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Committed Borrowing is not requested prior to earlier of (A) the Maturity Date or the end of the five (5) day period after a Swingline Borrowing, or unless the Borrower shall have notified the Administrative Agent and the Swingline Lender prior to 1:00 P.M. (New York City time) on the fourth (4th) day after the Swingline Borrowing that the Borrower intends to reimburse the Swingline Lender for the Revolving Credit Facility or (B) amount of such Swingline Borrowing with funds other than proceeds of the last day of any such 10 day period from the date of any Swingline BorrowingLoans, the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender. In addition, if (x) the Borrower does not repay the Swingline Loan on or prior to the end of such five (5) day period, or (y) a Default or Event of Default shall have occurred during such five (5) day period, the Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Committed Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loans in the amount of such Swingline Loans then outstanding, the proceeds of which shall be used to repay such Swingline Loans to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion Any Committed Borrowing which is deemed requested by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.18(b)(iii) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender Bank hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Committed Loans promptly upon receipt of notice from the Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Bank (or the next Domestic Business Day if such notice is received after 12:00 noon (New York City time)) notwithstanding (I) that the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Committed Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 3.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Committed Borrowing to be made by the time otherwise required in Section 2.022.2, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Domestic Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender Bank shall be required obligated to make such Revolving Credit Committed Loans if, at in respect of a Mandatory Borrowing if a Default or an Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after Administrative Agent has delivered a notice of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canEvent of Default which has not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days five (5) Banking Days from and including the date of such BorrowingSwingline Loan, (iiB) the date last calendar day of the next succeeding Revolving Credit Borrowing, month in which such Swingline Loan is made or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding due and payable on the date of any Revolving Credit BorrowingRatable Loan, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Borrowing Ratable Loan prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Borrowing Ratable Loan is not requested prior to earlier of (A) the Maturity Date Date, the last calendar day of the month in which such Swingline Loan is made, or the end of the five (5) Banking Day period after such Swingline Loan was made, or unless Borrower shall have notified Administrative Agent and the Swingline Lender prior to 1:00 p.m. (New York City time) on the third (3rd) Banking Day after such Swingline Loan was made that Borrower intends to reimburse Swingline Lender for the Revolving Credit Facility amount of such Swingline Loan with funds other than proceeds of the Ratable Loans, Borrower shall be deemed to have requested a Ratable Loan comprised entirely of Base Rate Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to Swingline Lender. In addition, if (x) Borrower does not repay a Swingline Loan on or prior to the end of such five (5) Banking Day period, or (By) a Default or Event of Default shall have occurred during such five (5) Banking Day period, Swingline Lender may, at any time, in its sole discretion, by written notice to the last day Borrower and Administrative Agent, demand repayment of any such 10 day period from the date its Swingline Loans by way of any Swingline Borrowinga Ratable Loan, in which case the Borrower shall be deemed to have requested a Ratable Loan comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the such Swingline Loans then outstanding, the proceeds of which shall be used to repay the Swingline Lender for such Swingline LoansLoans to Swingline Lender. In addition, the Swingline Lender may, at any time, in its sole discretion Any Ratable Loan which is deemed requested by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.03(b)(3) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender Bank hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Ratable Loans promptly upon receipt of notice from Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Bank (or the next Banking Day if such notice is received after 12:00 p.m. (New York City time)) notwithstanding (I) the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Ratable Loans otherwise required hereunder, (II) whether any conditions specified in Article V Section 4.02 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Ratable Loan to be made by the time otherwise required in Section 2.022.06, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Banking Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Loan Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender Bank shall be required obligated to make such Revolving Credit Ratable Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge in respect of the existence of a Mandatory Borrowing if a Default or such Mandatory Borrowing would cause an Event of Default then exists and the applicable Swingline Loan was made by Swingline Lender without receipt of a Lender to exceed its Revolving Credit Commitment. In written notice of borrowing 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 form specified in Section 2.03(b)(1) 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect Administrative Agent has delivered a notice of the Revolving Credit Facility (determined before giving effect to any termination Default or Event of the Revolving Credit Commitment pursuant to Section 8.02), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of Default 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 extent has not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days 4 Business Days from and including the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Committed Borrowing or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Committed Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Committed Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Committed Borrowing is not requested prior to earlier of (A) the Maturity Date or the end of the 4 Business Day period after a Swingline Borrowing, or unless the Borrower shall have notified the Administrative Agent and the Swingline Lender prior to 1:00 P.M. (New York City time) on the third (3rd) Business Day after the Swingline Borrowing that the Borrower intends to reimburse the Swingline Bank for the Revolving Credit Facility or (B) amount of such Swingline Borrowing with funds other than proceeds of the last day of any such 10 day period from the date of any Swingline BorrowingLoans, the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender. In addition, if (x) the Borrower does not repay the Swingline Loan on or prior to the end of such 4 Business Day period, or (y) a Default or Event of Default shall have occurred during such 4 Business Day period, the Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Committed Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loans in the amount of such Swingline Loans then outstanding, the proceeds of which shall be used to repay such Swingline Loans to the Swingline Lender. Any Committed Borrowing which is deemed requested by the Borrower in accordance with this Section 2.3(b)(iii) is hereinafter referred to as a "Mandatory Borrowing". Each Bank hereby irrevocably agrees to make Committed Loans promptly upon receipt of notice from the Swingline Lender for such Swingline Loans. In addition, the Swingline Lender may, at any time, in its sole discretion by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being hereinafter referred to as for a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Bank (or the next Business Day if such notice is received after 12:00 P.M. (New York City time)) notwithstanding (I) the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Committed Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 3.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Committed Borrowing to be made by the time otherwise required in Section 2.022.1, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender Bank shall be required obligated to make such Revolving Credit Committed Loans if, at in respect of a Mandatory Borrowing if a Default or an Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after Administrative Agent has delivered a notice of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canEvent of Default which has not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 5 days from the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Committed Borrowing or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Committed Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Committed Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Committed Borrowing is not requested prior to earlier of (A) the Maturity Date for or the Revolving Credit Facility or (B) end of the last day of any such 10 5-day period from the date of any after a Swingline Borrowing, the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loans Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion discretion, by written notice to the Company Borrower and the Administrative Agent, require demand repayment of its Swingline Loans by way of a Revolving Credit LoanCommitted Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; providedLoans then outstanding, however, that any such demand the proceeds of which shall be deemed used to have been given one Business Day prior repay such Swingline Loans to the Maturity Date for Swingline Lender. Any Committed Borrowing which is deemed requested by the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, Borrower in accordance with this Section 2.3(b)(iii) is hereinafter referred to as a "Mandatory Borrowing". Each Bank hereby irrevocably agrees to make Committed Loans promptly upon receipt of notice from the provisions of Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account Swingline Lender of any such deemed request therefor as provided herein being hereinafter referred to as for a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such datenotice is received by such Bank (or the next Business Day if such notice is received after 12:00 P.M. (Dallas, Texas time)) notwithstanding (I) the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Committed Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 3.3 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Committed Borrowing to be made by the time otherwise required in Section 2.022.1, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender Bank shall be required obligated to make such Revolving Credit Committed Loans if, at in respect of a Mandatory Borrowing if a Default or an Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after Administrative Agent has delivered a notice of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canEvent of Default which has not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days 7 Business Days from the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Committed Borrowing or (iiiC) the Maturity Date Date. In addition, in no event shall Swingline Loans be outstanding for the Revolving Credit Facility; provided, however, the Borrower may prepay more than ten (10) Business Days in any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidcalendar month. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit BorrowingCommitted Borrowing denominated in Dollars, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Committed Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Committed Borrowing is not requested prior to earlier of (A) the Maturity Date for or the Revolving Credit Facility or (B) end of the last day of any such 10 day 7-Business Day period from the date of any after a Swingline Borrowing, the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loans Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion discretion, by written notice to the Company Borrower and the Administrative Agent, require demand repayment of its Swingline Loans by way of a Revolving Credit LoanCommitted Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; providedLoans then outstanding, however, that any such demand the proceeds of which shall be deemed used to have been given one Business Day prior repay such Swingline Loans to the Maturity Date for Swingline Lender. Any Committed Borrowing which is deemed requested by the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, Borrower in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.18(b)(iii) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender Bank hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Committed Loans promptly upon receipt of notice from the Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notwithstanding notice is received by such Bank (Ior the next Business Day if such notice is received after 12:00 P.M. (Dallas time)) the amount of Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans otherwise required hereunder, (II) whether any conditions specified in Article V are then satisfied, (III) whether a Default then exists, (IV) failure for any such request or deemed request for Revolving Credit Loans to be made by the time otherwise required in Section 2.02, (V) the date of such Mandatory Borrowing, or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required to make such Revolving Credit Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence of a Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.notwithstanding

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 five (5) days from the date of the applicable Funding Date for such BorrowingSwingline Loan, (iiB) the date of the next succeeding Revolving Borrowing under Section 2.01 hereof (other than a Letter of Credit Mandatory Borrowing, ) or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidTermination Date. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Borrowing under Section 2.01 hereof (other than a Letter of Credit Mandatory Borrowing), such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Borrowing under Section 2.01 hereof (other than a Letter of Credit Borrowing Mandatory Borrowing) is not requested prior to earlier the Termination Date or the end of the five (A5) the Maturity Date for the Revolving Credit Facility or (B) the last day of any such 10 day period from the date of any after a Swingline BorrowingLoan is made, the Borrower shall be deemed to have requested a Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loans Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion discretion, by written notice to the Company Borrower and the Administrative Agent, require demand repayment of its Swingline Loans by way of a Revolving Credit LoanBase Rate Loans, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; providedLoans then outstanding, however, that any such demand the proceeds of which shall be deemed used to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of Section 8.02 following an Event of Default (each such Revolving Credit Loan 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 its Applicable Percentage of such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date, notwithstanding (I) the amount of Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans otherwise required hereunder, (II) whether any conditions specified in Article V are then satisfied, (III) whether a Default then exists, (IV) failure for any such request or deemed request for Revolving Credit Loans to be made by the time otherwise required in Section 2.02, (V) the date of such Mandatory Borrowing, or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required to make such Revolving Credit Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence of a Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in repay such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon Lender. Any Borrowing which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.is deemed requested by Borrower

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days 7 Business Days from the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Committed Borrowing or (iiiC) the Maturity Date Date. In addition, in no event shall Swingline Loans be outstanding for the Revolving Credit Facility; provided, however, the Borrower may prepay more than ten (10) Business Days in any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidcalendar month. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit BorrowingCommitted Borrowing denominated in Dollars, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Committed Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Committed Borrowing is not requested prior to earlier of (A) the Maturity Date for or the Revolving Credit Facility or (B) end of the last day of any such 10 day 7-Business Day period from the date of any after a Swingline Borrowing, the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loans Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion discretion, by written notice to the Company Borrower and the Administrative Agent, require demand repayment of its Swingline Loans by way of a Revolving Credit LoanCommitted Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of Section 8.02 following an Event of Default (each such Revolving Credit Loan 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 its Applicable Percentage of such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date, notwithstanding (I) the amount of Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans otherwise required hereunder, (II) whether any conditions specified in Article V are then satisfied, (III) whether a Default then exists, (IV) failure for any such request or deemed request for Revolving Credit Loans to be made by the time otherwise required in Section 2.02, (V) the date of such Mandatory Borrowing, or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required to make such Revolving Credit Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence of a Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days from and including the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Committed Borrowing or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Committed Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Committed Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower or the Qualified Borrower, as applicable. If, and to the extent, a Revolving Credit Committed Borrowing is not requested prior to earlier of (A) the Maturity Date for or the Revolving Credit Facility or (B) end of the last day of any such 10 day period from the date of any after a Swingline Borrowing, or unless the Borrower shall have notified the Administrative Agent and the Swingline Lender prior to 1:00 P.M. (New York City time) on the fourth (4th) Business Day after the Swingline Borrowing that the Borrower intends to reimburse the Swingline Bank for the amount of such Swingline Borrowing with funds other than proceeds of the Loans, the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender. In addition, if (x) the Borrower does not repay the Swingline Loan on or prior to the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day end of such 10 day period, as applicableor (y) a Potential Event of Default or Event of Default shall have occurred during such 10 day period, the Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Committed Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loans in the amount of the such Swingline Loans then outstanding, the proceeds of which shall be used to repay such Swingline Loans to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion Any Committed Borrowing which is deemed requested by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.9(b)(iii) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Committed Loans promptly upon receipt of notice from the Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Lender (or the next Business Day if such notice is received after 12:00 noon (New York City time)) notwithstanding (I) that the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Committed Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 6.2 are then satisfied, (III) whether a Potential Event of Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Committed Borrowing to be made by the time otherwise required in Section 2.022.1, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required obligated to make such Revolving Credit Committed Loans if, at in respect of a Mandatory Borrowing if a Potential Event of Default or an Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after the Administrative Agent has delivered a notice of Potential Event of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canEvent of Default which has not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing shall be due and payable on the earliest of (i) 10 ten days from the date of such Borrowing, (ii) the date of the next succeeding Revolving Credit Borrowing, or (iii) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Borrowing, such Swingline Loans shall be repaid from the proceeds of such Revolving Credit Borrowing prior to any distribution of such proceeds to the Borrower. If, and to the extent, a Revolving Credit Borrowing is not requested prior to earlier of (A) the Maturity Date for the Revolving Credit Facility or (B) the last day of any such 10 ten day period from the date of any Swingline Borrowing, the Borrower shall be deemed to have requested a Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 ten day period, as applicable, in the amount of the Swingline Loans then outstanding, the proceeds of which shall be used to repay the Swingline Lender for such Swingline Loans. In addition, the Swingline Lender may, at any time, in its sole discretion by written notice to the Company Borrower and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan Advance of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of Section 8.02 following an Event of Default (each such Revolving Credit Loan 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 its Applicable Percentage of such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date, notwithstanding (I) the amount of Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans otherwise required hereunder, (II) whether any conditions specified in Article V are then satisfied, (III) whether a Default then exists, (IV) failure for any such request or deemed request for Revolving Credit Loans to be made by the time otherwise required in Section 2.02, (V) the date of such Mandatory Borrowing, or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required to make such Revolving Credit Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence of a Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days from and including the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Committed Borrowing (subject to the following sentence) or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidTermination Date. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit BorrowingCommitted Borrowing which is denominated in the currency in which such Swingline Loan was made, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Committed Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower or the Qualified Borrower, as applicable. IfWith respect to any Swingline Borrowing denominated in Dollars, if, and to the extent, extent a Revolving Credit Committed Borrowing denominated in Dollars is not requested prior to earlier of (A) the Maturity Date for the Revolving Credit Facility Termination Date or (B) the last day end of any such the 10 day period from the date of any after such Swingline Borrowing, and unless the Borrower shall have notified the Administrative Agent and the Swingline Lenders prior to 1:00 P.M. (New York City time) on the fourth (4th) Business Day after such Swingline Borrowing that the Borrower intends to reimburse the Swingline Bank for the amount of such Swingline Borrowing with funds other than proceeds of the Loans, the Borrower shall be deemed to have requested a Committed Borrowing denominated in Dollars comprised entirely of Base Rate Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lenders. With respect to any Swingline Borrowing denominated in an Alternative Currency, unless the Borrower shall have notified the Administrative Agent and the Swingline Lenders prior to 1:00 P.M. (New York City time) on the second (2nd day) after such Swingline Borrowing that the Borrower intends to reimburse the Swingline Lenders for the amount of such Swingline Borrowing with funds other than proceeds of the Loans, the Borrower shall be deemed to have requested a Committed Borrowing denominated in such Alternative Currency comprised entirety of Eurodollar Rate Loans with an Interest Period of seven (7) days in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender. In addition, if (x) the Borrower does not repay the Swingline Loan on or prior to the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day end of such 10 day period, as applicableor (y) a Potential Event of Default or Event of Default shall have occurred during such 10 day period, any Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Committed Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loans (if such Swingline Loans are denominated in Dollars) or Eurodollar Rate Loans with an Interest Period of seven (7) days (if such Swingline Loans are denominated in an Alternative Currency) in the amount of the such Swingline Loans then outstanding, the proceeds of which shall be used to repay such Swingline Loans to the Swingline Lender for such Swingline LoansLenders. In addition, the Swingline Lender may, at any time, in its sole discretion Any Committed Borrowing which is deemed requested by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.9(b)(iii) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Committed Loans promptly upon receipt of notice from a Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and (x) on the same date such datenotice is received by such Lender (or the next Business Day if such notice is received after 12:00 noon (New York City time)), in the case of Committed Loans denominated in Dollars or (y) on the third (3rd) Business Day after such notice is received by such Lender (or the next Business Day thereafter if such notice is received after 12:00 noon (New York City time)), in the case of Committed Loans denominated in an Alternative Currency, in each case notwithstanding (I) that the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Committed Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 6.2 are then satisfied, (III) whether a Potential Event of Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Committed Borrowing to be made by the time otherwise required in Section 2.022.1, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required obligated to make such Revolving Credit Committed Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence of a Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of a Mandatory Borrowing if a Potential Event of Default or an Event of Default then exists and the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), provided that (A) all interest payable on applicable Swingline Loan was made by the Swingline Loans shall be for Lenders without receipt of a written Notice of Borrowing in the account form specified in subclause (i) above or after the Administrative Agent has delivered a notice of the Swingline Lender until the date as Potential Event of Default or Event of Default 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 extent has not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan borrowing shall be due and payable on the earliest earlier of thirty (i30) 10 days from following the date of such Borrowing, (ii) the date of the next succeeding Revolving Credit Borrowing, or (iii) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it Loan is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment made and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidapplicable Maturity Date. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Borrowing, such Swingline Loans shall be repaid from the proceeds of such Revolving Credit Borrowing prior to any distribution of such proceeds to the Borrower. If, and to the extent, a Revolving Credit Borrowing is not requested prior to earlier of (A) the Maturity Date for the Revolving Credit Facility or (B) the last day of any such 10 day period from the date of any Swingline Borrowing, the Borrower shall be deemed to have requested a Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, in the amount of the Swingline Loans then outstanding, the proceeds of which shall be used to repay the Swingline Lender for such Swingline Loans. In addition, the The Applicable Swingline Lender may, at any time, in its sole discretion discretion, by written notice to the Company and the Administrative Agent, require demand repayment of its Swingline Loans by way of a Revolving Credit LoanA Loan borrowing, in which case the Borrower Company shall be deemed to have requested a Revolving A Loan borrowing comprised entirely of Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that that, in the following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of (AA) the applicable Maturity Date for the Revolving Credit Facility and upon Date, (BB) the occurrence of any Event of Default described in Section 8.01(gBankruptcy Event, (CC) or 8.01(h) and also upon acceleration of the ObligationsObligations hereunder, whether on account of an a Bankruptcy Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, and (DD) the exercise of remedies in accordance with the provisions of Section 8.02 following an Event of Default 7.2 hereof (each such Revolving Credit A 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 A Lender hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit A Loans promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the amount and in the manner specified in the preceding sentence and on the same date such datenotice is received by the Revolving A 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 (I11) the amount of Mandatory Swingline Borrowing 4451155352.2 DMSLIBRARY01\31771180.v14 44 UNIVERSAL HEALTH REALTY INCOME TRUST FIRST AMENDMENT TO CREDIT AGREEMENT may not comply with the minimum amount for advances borrowings of Revolving Credit A Loans otherwise required hereunder, (II22) whether any conditions specified in Article V Section 4.2 are then satisfied, (III33) whether a Default or an Event of Default then exists, (IV44) failure for of any such request or deemed request for Revolving Credit A Loans to be made by the time otherwise required in Section 2.022.1(b)(i), (V55) the date of such Mandatory Swingline Borrowing, or (VI66) any reduction in the Revolving Credit Commitment A Committed Amount or termination of the Revolving Credit Commitment relating thereto A Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required to make such Revolving Credit Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence of a Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. 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 any a proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunderBankruptcy Code), then each Revolving Credit A 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 Applicable Swingline Lender such participations Participation Interest in the outstanding Swingline Loans as shall be necessary to cause each such Revolving Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Revolving A Commitment Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment Commitments pursuant to Section 8.027.2), ; 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 purchased, and (By) at the time any purchase of participations a Participation Interest pursuant to this sentence is actually made, the purchasing Revolving A Lender shall be required to pay (to the extent not paid by the Borrower) to the Applicable Swingline Lender interest on the principal amount of participation 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 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 Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 five (5) days from the date of the applicable Funding Date for such BorrowingSwingline Loan, (iiB) the date of the next succeeding Revolving Borrowing under Section 2.01 hereof (other than a Letter of Credit Mandatory Borrowing, ) or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidTermination Date. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Borrowing under Section 2.01 hereof (other than a Letter of Credit Mandatory Borrowing), such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Borrowing under Section 2.01 hereof (other than a Letter of Credit Borrowing Mandatory Borrowing) is not requested prior to earlier the Termination Date or the end of the five (A5) the Maturity Date for the Revolving Credit Facility or (B) the last day of any such 10 day period from the date of any after a Swingline BorrowingLoan is made, the Borrower shall be deemed to have requested a Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loans Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion discretion, by written notice to the Company Borrower and the Administrative Agent, require demand repayment of its Swingline Loans by way of a Revolving Credit LoanBase Rate Loans, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; providedLoans then outstanding, however, that any such demand the proceeds of which shall be deemed used to have been given one Business Day prior repay such Swingline Loans to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, Swingline Lender. Any Borrowing which is deemed requested by Borrower in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.10(b)(iv) is hereinafter referred to as a “"Swingline Mandatory Borrowing”)". Each Lender hereby irrevocably agrees to make Base Rate Loans in accordance with its Applicable Percentage of such Revolving Credit Loans Pro Rata Share promptly upon receipt of notice from the Swingline Lender of any such request or deemed request on account of each for a Swingline Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Lender (or the next Business Day if such notice is received after 10:00 A.M. (California time)) notwithstanding (I) the amount of the Swingline Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 4.02 hereof are then satisfied, (III) whether a an Event of Default or Unmatured Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Borrowing to be made by the time otherwise required in Section 2.022.01 hereof, (V) the date of such Swingline Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Swingline Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required obligated to make such Revolving Credit any Loans if, at under this Section 2.10(b)(iv) if an Event of Default or Unmatured Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after Agent had delivered a notice of an Event of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canUnmatured Event of Default which had not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days five (5) Banking Days from and including the date of such BorrowingSwingline Loan, (iiB) the date last calendar day of the next succeeding Revolving Credit Borrowing, month in which such Swingline Loan is made or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding due and payable on the date of any Revolving Credit BorrowingRatable Loan, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Borrowing Ratable Loan prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Borrowing Ratable Loan is not requested prior to earlier of (A) the Maturity Date Date, the last calendar day of the month in which such Swingline Loan is made, or the end of the five (5) Banking Day period after such Swingline Loan was made, or unless Borrower shall have notified Administrative Agent and the Swingline Lender prior to 1:00 P.M. (New York City time) on the third (3rd) Banking Day after such Swingline Loan was made that Borrower intends to reimburse Swingline Lender for the Revolving Credit Facility amount of such Swingline Loan with funds other than proceeds of the Ratable Loans, Borrower shall be deemed to have requested a Ratable Loan comprised entirely of Base Rate Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to Swingline Lender. In addition, if (x) Borrower does not repay a Swingline Loan on or prior to the end of such five (5) Banking Day period, or (By) a Default or Event of Default shall have occurred during such five (5) Banking Day period, Swingline Lender may, at any time, in its sole discretion, by written notice to the last day Borrower and Administrative Agent, demand repayment of any such 10 day period from the date its Swingline Loans by way of any Swingline Borrowinga Ratable Loan, in which case the Borrower shall be deemed to have requested a Ratable Loan comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the such Swingline Loans then outstanding, the proceeds of which shall be used to repay the Swingline Lender for such Swingline LoansLoans to Swingline Lender. In addition, the Swingline Lender may, at any time, in its sole discretion Any Ratable Loan which is deemed requested by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of this Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being 2.03(b)(3) is hereinafter referred to as a “Mandatory Borrowing”). Each Lender Bank hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Ratable Loans promptly upon receipt of notice from Swingline Lender of any such request or deemed request on account of each for a Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Bank (or the next Banking Day if such notice is received after 12:00 P.M. (New York City time)) notwithstanding (I) the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Ratable Loans otherwise required hereunder, (II) whether any conditions specified in Article V Section 4.02 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Ratable Loan to be made by the time otherwise required in Section 2.022.06, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Banking Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Loan Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender Bank shall be required obligated to make such Revolving Credit Ratable Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge in respect of the existence of a Mandatory Borrowing if a Default or such Mandatory Borrowing would cause an Event of Default then exists and the applicable Swingline Loan was made by Swingline Lender without receipt of a Lender to exceed its Revolving Credit Commitment. In written notice of borrowing 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 form specified in Section 2.03(b)(1) 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect Administrative Agent has delivered a notice of the Revolving Credit Facility (determined before giving effect to any termination Default or Event of the Revolving Credit Commitment pursuant to Section 8.02), provided that (A) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of Default 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 extent has not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days 4 Business Days from and including the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Committed Borrowing or (iiiC) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidDate. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Committed Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Committed Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Committed Borrowing is not requested prior to earlier of (A) the Maturity Date or the end of the 4 Business Day period after a Swingline Borrowing, or unless the Borrower shall have notified the Administrative Agent and the Swingline Lender prior to 1:00 P.M. (New York City time) on the third (3rd) Business Day after the Swingline Borrowing that the Borrower intends to reimburse the Swingline Bank for the Revolving Credit Facility or (B) amount of such Swingline Borrowing with funds other than proceeds of the last day of any such 10 day period from the date of any Swingline BorrowingLoans, the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender. In addition, if (x) the Borrower does not repay the Swingline Loan on or prior to the end of such 4 Business Day period, or (y) a Default or Event of Default shall have occurred during such 4 Business Day period, the Swingline Lender may, at any time, in its sole discretion, by written notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Committed Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loans in the amount of such Swingline Loans then outstanding, the proceeds of which shall be used to repay such Swingline Loans to the Swingline Lender. Any Committed Borrowing which is deemed requested by the Borrower in accordance with this Section 2.3(b)(iii) is hereinafter referred to as a "Mandatory Borrowing". Each Bank hereby irrevocably agrees to make Committed Loans promptly upon receipt of notice from the Swingline Lender for such Swingline Loans. In addition, the Swingline Lender may, at any time, in its sole discretion by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being hereinafter referred to as for a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Bank (or the next Business Day if such notice is received after 12:00 P.M. (New York City time)) notwithstanding (I) the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Committed Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 3.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Committed Borrowing to be made by the time otherwise required in Section 2.022.1, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must 41 be a Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender Bank shall be required obligated to make such Revolving Credit Committed Loans if, at in respect of a Mandatory Borrowing if a Default or an Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after Administrative Agent has delivered a notice of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canEvent of Default which has not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing Loan shall be due and payable on the earliest of (iA) 10 days 5 Domestic Business Days from the date of such the applicable Swingline Borrowing, (iiB) the date of the next succeeding Revolving Credit Borrowing, Committed Borrowing or (iiiC) the Maturity Date Date. In addition, in no event shall Swingline Loans be outstanding for the Revolving Credit Facility; provided, however, the Borrower may prepay more than ten (10) Domestic Business Days in any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaidcalendar month. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Committed Borrowing, such Swingline Loans shall first be repaid from the proceeds of such Revolving Credit Committed Borrowing prior to any distribution the disbursement of such proceeds the same to the Borrower. If, and to the extent, a Revolving Credit Committed Borrowing is not requested prior to earlier of (A) the Maturity Date for or the Revolving Credit Facility or (B) end of the last day of any such 10 day 5-Domestic Business Day period from the date of any after a Swingline Borrowing, the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, Loans in the amount of the applicable Swingline Loans Loan then outstanding, the proceeds of which shall be used to repay such Swingline Loan to the Swingline Lender for such Swingline LoansLender. In addition, the Swingline Lender may, at any time, in its sole discretion discretion, by written notice to the Company Borrower and the Administrative Agent, require demand repayment of its Swingline Loans by way of a Revolving Credit LoanCommitted Borrowing, in which case the Borrower shall be deemed to have requested a Committed Borrowing comprised entirely of Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; providedLoans then outstanding, however, that any such demand the proceeds of which shall be deemed used to have been given one Business Day prior repay such Swingline Loans to the Maturity Date for Swingline Lender. Any Committed Borrowing which is deemed requested by the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, Borrower in accordance with this Section 2.18(b)(iii) is hereinafter referred to as a "MANDATORY BORROWING". Each Bank hereby irrevocably agrees to make Committed Loans promptly upon receipt of notice from the provisions of Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account Swingline Lender of any such deemed request therefor as provided herein being hereinafter referred to as for a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentences and on the same date such date, notice is received by such Bank (or the next 70 Domestic Business Day if such notice is received after 12:00 P.M. (Chicago time)) notwithstanding (I) the amount of the Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans Committed Borrowings otherwise required hereunder, (II) whether any conditions specified in Article V Section 3.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for of any such request or deemed request for Revolving Credit Loans a Committed Borrowing to be made by the time otherwise required in Section 2.022.1, (V) the date of such Mandatory BorrowingBorrowing (provided that such date must be a Domestic Business Day), or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto Commitments immediately prior to such Mandatory Borrowing or contemporaneously therewith; providedPROVIDED, howeverHOWEVER, that no Lender Bank shall be required obligated to make such Revolving Credit Committed Loans if, at in respect of a Mandatory Borrowing if a Default or an Event of Default then exists and the time that applicable Swingline Loan was made by the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence without receipt of a written Notice of Borrowing in the form specified in subclause (i) above or after Administrative Agent has delivered a notice of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing canEvent of Default which has not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Ratebeen rescinded.

Repayment of Swingline Loans. Each Swingline Borrowing shall be due and payable on the earliest of (i) 10 days from the date of such Borrowing, (ii) the date of the next succeeding Revolving Credit Borrowing, or (iii) the Maturity Date for the Revolving Credit Facility; provided, however, the Borrower may prepay any Swingline Borrowing prior to the date it is due upon notice to the Swingline Lender not later than 1:00 p.m. on the date of prepayment of such Borrowing. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. If, and to the extent, any Swingline Loans shall be outstanding on the date of any Revolving Credit Borrowing, such Swingline Loans shall be repaid from the proceeds of such Revolving Credit Borrowing prior to any distribution of such proceeds to the Borrower. If, and to the extent, a Revolving Credit Borrowing is not requested prior to earlier of (A) the Maturity Date for the Revolving Credit Facility or (B) the last day of any such 10 day period from the date of any Swingline Borrowing, the Borrower shall be deemed to have requested a Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such 10 day period, as applicable, in the amount of the Swingline Loans then outstanding, the proceeds of which shall be used to repay the Swingline Lender for such Swingline Loans. In addition, the Swingline Lender may, at any time, in its sole discretion by written notice to the Company and the Administrative Agent, require repayment of its Swingline Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Base Rate Loan of the Revolving Credit Loans in the amount of such Swingline Loans; provided, however, that any such demand shall be deemed to have been given one Business Day prior to the Maturity Date for the Revolving Credit Facility and upon the occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of Section 8.02 following an Event of Default (each such Revolving Credit Loan 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 its Applicable Percentage of such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date, notwithstanding (I) the amount of Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans otherwise required hereunder, (II) whether any conditions specified in Article V are then satisfied, (III) whether a Default then exists, (IV) failure for any such request or deemed request for Revolving Credit Loans to be made by the time otherwise required in Section 2.02, (V) the date of such Mandatory Borrowing, or (VI) any reduction in the Revolving Credit Commitment or termination of the Revolving Credit Commitment relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required to make such Revolving Credit Loans if, at the time that the Swingline Lender agreed to fund any requested Swingline Borrowing, the Swingline Lender had knowledge of the existence of a Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. 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 any proceeding under any Debtor Relief Laws with respect to the Borrower or any other obligor hereunder), then each Revolving Credit 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 Credit Lender to share in such Swingline Loans ratably based upon its respective Applicable Percentage in respect of the Revolving Credit Facility (determined before giving effect to any termination of the Revolving Credit Commitment pursuant to Section 8.02), 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 71 be required to pay (to the extent not paid by the Borrower) to the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.