Common use of Repayment with Loans Clause in Contracts

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Lender’s respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests in the LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Loans. On any day on which the Borrower Company shall have requested, or been deemed to have requested requested, a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders Banks that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Base Rate Loans (each such borrowing, a an “LOC Mandatory Borrowing”) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.27) pro rata based on each LenderBank’s respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the 7). The proceeds thereof of such LOC Mandatory Borrowing shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each Lender Bank hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each LOC Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) that the amount of the LOC Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required hereunder, ; (ii) whether any conditions specified in Section subsection 4.2 are then satisfied, ; (iii) whether a Default or an Event of Default then exists, ; (iv) the failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i), subsection 2.3; (v) the date of such LOC Mandatory Borrowing, ; or (vi) any reduction in the Aggregate Revolving Committed Amount aggregate amount of the Commitments after any such Letter of Credit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests in the LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested a Revolving Loan requested, Base Rate Loans to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has such Loans have been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Base Rate such Loans (each such borrowingcollectively, a “"Letter of Credit Mandatory Borrowing”") shall be immediately made by all Lenders (without giving effect to any termination of the Commitments pursuant to Section 7.210.02 hereof) pro rata based on each Lender’s respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) 's Pro Rata Share and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Letter of Credit Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date (or the next Business Day if such notice is received after 10:00 A.M. (California time)) notwithstanding (i) the amount of the Letter of Credit Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 4.02 are then satisfied, (iii) whether a an Event of Default or an Unmatured Event of Default then exists, (iv) failure for of any such request or deemed request for a Revolving Loan Borrowing to be made by the time otherwise required in Section 2.1(b)(i)2.01 hereof, (v) the date of such Letter of Credit Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (vi) any reduction in termination of the Aggregate Revolving Committed Amount after any Commitments immediately prior to such Letter of Credit may have been drawn uponMandatory Borrowing or contemporaneously therewith. In the event that any Letter of Credit Mandatory Borrowing cannot for any reason be made occur in respect of a Letter of Credit on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy CodeCode with respect to Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date the Letter of Credit Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchasefunding) its Participation Interests participation interest in the LOC Obligations; providedoutstanding obligations arising in connection with such Letter of Credit, further, provided that in (A) all interest payable on Borrower's reimbursement obligation with respect to such Letter of Credit shall be for the event any account of Issuing Lender shall fail to fund its Participation Interest on until but excluding the day upon which the Letter of Credit Mandatory Borrowing would otherwise have occurred, then and (B) in the event of a delay between the day upon which the Letter of Credit Mandatory Borrowing would otherwise have occurred and the time any funding of a participation pursuant to this sentence is actually made, the funding Lender shall be required to pay to the Issuing Lender interest on the principal amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by participation for each day from and including the day upon which the Letter of Credit Mandatory Borrowing would otherwise have occurred to but excluding the date of funding of such Lender to the applicable Issuing Lender upon demandparticipation, at the rate equal toto the Federal Funds Rate, if paid within for the two (2) Business Days after the date the Letter of such date, the Federal Funds RateCredit Mandatory Borrowing would otherwise have occurred, and thereafter at a rate equal to the Base Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Lender’s respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that If any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests in the LOC Obligations; provided, further, that in the event if any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Loans. (a) On any day on which the Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan advance to reimburse a drawing under a standby Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested by Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) advance shall be immediately made to Borrower by all Lenders (without giving effect to any termination of the Commitments pursuant to Section 7.212.2) pro rata based on each Lender’s the respective Commitment Percentage Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 7.212.2) and the proceeds thereof shall be paid directly by the Agent to the applicable Issuing Lender Bank for application to the respective LOC Letter of Credit Obligations. . (b) Each such Lender hereby irrevocably agrees to make its Commitment Percentage of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding notwithstanding: (i) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 Article XI are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Loans are otherwise permitted to be made hereunder or (vi) any reduction in termination of the Aggregate Revolving Committed Amount after any Commitments relating thereto immediately prior to or contemporaneously with such Letter of Credit may have been drawn upon. borrowing. (c) In the event that any Mandatory Borrowing Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency proceeding under the Bankruptcy Codewith respect to Borrower), then each such Lender hereby agrees that it shall forthwith fund purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) its Participation Interests from the Issuing Bank such participation in the LOC Obligations; providedoutstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit Obligations ratably (based upon the respective Commitment Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 12.2)), furtherprovided that at the time any purchase of participation pursuant to this sentence is actually made, that in the event any purchasing Lender shall fail be required to fund its Participation Interest pay to the Issuing Bank, to the extent not paid to the Issuing Bank by Borrower in accordance with the terms of Section 2.2.3, interest on the principal amount of participation purchased for each day from and including the Mandatory Borrowing day upon which such borrowing would otherwise have occurred, then occurred to but excluding the amount date of payment for such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demandparticipation, at the rate equal to, if paid within two (2) Business Days of such datethe date of the Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Prime Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Lender’s respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests in the LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.26.2) pro rata based on each Lender’s respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.26.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests in the LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing advance comprised entirely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (without giving effect to notwithstanding any termination of the Commitments pursuant to Section 7.29.2) pro rata based on each Lender’s the respective Commitment Percentage Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 7.29.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Loans are otherwise permitted to be made hereunder or (vi) any reduction in termination of the Aggregate Revolving Committed Amount after any Commitments relating thereto immediately prior to or contemporaneously with such Letter of Credit may have been drawn uponborrowing. In the event that any Mandatory Borrowing Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy CodeCode with respect to the Borrower or any Credit Party), then each such Lender hereby agrees that it shall forthwith fund purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) its Participation Interests from the Issuing Lender such participation in the outstanding LOC Obligations; providedObligations as shall be necessary to cause each such Lender to share in such LOC Obligations ratably (based upon the respective Commitment Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 9.2)), furtherprovided that at the time any purchase of participation pursuant to this sentence is actually made, that in the event any purchasing Lender shall fail be required to fund its Participation Interest pay to the Issuing Lender, to the extent not paid to the Issuer by the Borrower in accordance with the terms of subsection (d) hereof, interest on the principal amount of participation purchased for each day from and including the Mandatory Borrowing day upon which such borrowing would otherwise have occurred, then occurred to but excluding the amount date of payment for such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demandparticipation, at the rate equal to, if paid within two (2) Business Days of such datethe date of the Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of CreditCredit (as set forth in clause (d) above), the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all Lenders (without giving effect to any termination of the Commitments pursuant to Section 7.29.2) pro rata based on each Lender’s 's respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the Dollar Amount 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 borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 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 a Revolving Loan Loans to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after or any such Letter termination of Credit may have been drawn uponthe Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy CodeCode with respect to the Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests Interest in the outstanding LOC ObligationsObligations in accordance with the terms of subsection (d) above; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing advance comprised entirely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (without giving effect to notwithstanding any termination of the Commitments pursuant to Section 7.29.2) pro rata based on each Lender’s the respective Commitment Percentage Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 7.29.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Loans are otherwise permitted to be made hereunder or (vi) any reduction in termination of the Aggregate Revolving Committed Amount after any Commitments relating thereto immediately prior to or contemporaneously with such Letter of Credit may have been drawn uponborrowing. In the event that any Mandatory Borrowing Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy CodeCode with respect to the Borrower or any Credit Party), then each such Lender hereby agrees that it shall forthwith fund purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) its from the Issuing Lender such Participation Interests in the outstanding LOC ObligationsObligations as shall be necessary to cause each such Lender to share in such LOC Obligations ratably (based upon the respective Commitment Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 9.2)); provided, furtherhowever, that in at the event time any purchase of Participation Interests pursuant to this sentence is actually made, the purchasing Lender shall fail be required to fund its Participation Interest pay to the Issuing Lender, to the extent not paid to the Issuer by the Borrower in accordance with the terms of subsection (d) above, interest on the principal amount of Participation Interests purchased for each day from and including the Mandatory Borrowing day upon which such borrowing would otherwise have occurred, then occurred to but excluding the amount date of payment for such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demandInterests, at the rate equal to, if paid within two (2) Business Days of such datethe date of the Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing advance comprised entirely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made to the Borrower by all Lenders (without giving effect to notwithstanding any termination of the Commitments pursuant to Section 7.29.2) pro rata based on each Lender’s the respective Commitment Percentage Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 7.29.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender through the Agent for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Loans are otherwise permitted to be made hereunder or (vi) any reduction in termination of the Aggregate Revolving Committed Amount after any Commitments relating thereto immediately prior to or contemporaneously with such Letter of Credit may have been drawn uponborrowing. In the event that any Mandatory Borrowing Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy CodeCode with respect to the Borrower or any Credit Party), then each such Lender hereby agrees that it shall forthwith fund purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) its Participation Interests from the Issuing Lender such participation in the outstanding LOC Obligations; providedObligations as shall be necessary to cause each such Lender to share in such LOC Obligations ratably (based upon the respective Commitment Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 9.2)), furtherprovided that at the time any purchase of participation pursuant to this sentence is actually made, that in the event any purchasing Lender shall fail be required to fund its Participation Interest pay to the Issuing Lender, to the extent not paid to the Issuer by the Borrower in accordance with the terms of subsection (d) hereof, interest on the principal amount of participation purchased for each day from and including the Mandatory Borrowing day upon which such borrowing would otherwise have occurred, then occurred to but excluding the amount date of payment for such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demandparticipation, at the rate equal to, if paid within two (2) Business Days of such datethe date of the Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders Banks that a Revolving Loan has been requested or deemed requested by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing advance comprised entirely of Base Prime Rate Loans (each such borrowing, a “Mandatory Borrowing”or LIBOR Loans to the extent the Borrower has complied with the procedures of Section 2.3 hereof with respect thereto) shall be immediately made to the Borrower by all Banks (without giving effect to notwithstanding any termination of the Combined Commitments pursuant to Section 7.22.5(a)) pro rata based on each Lender’s the respective Commitment Percentage Pro Rata Shares of the Banks (determined before giving effect to any termination of the Combined Commitments pursuant to Section 7.29.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender Bank for application to the respective LOC Obligations. Each Lender such Bank hereby irrevocably agrees to make its pro rata share of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 4.3 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) whether the date of such Mandatory Borrowing, Borrowing is a date on which Loans are otherwise permitted to be made hereunder or (vi) any reduction in termination of the Aggregate Revolving Committed Amount after any Combined Commitments relating thereto immediately prior to or contemporaneously with such Letter of Credit may have been drawn uponBorrowing. In the event that any Mandatory Borrowing Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy CodeCode with respect to the Borrower or any Credit Party), then each such Lender Bank hereby agrees that it shall forthwith fund purchase (as of the date the Mandatory such Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) its from the Issuing Bank such Participation Interests in the outstanding LOC Obligations; providedObligations as shall be necessary to cause each such Bank to share in such LOC Obligations ratably (based upon the respective Pro Rata Shares of the Banks (determined before giving effect to any termination of the Combined Commitments pursuant to Section 2.5(a))), furtherprovided that at the time any purchase of Participation Interests pursuant to this sentence is actually made, that the purchasing Bank shall be required to pay to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the event any Lender shall fail to fund its Participation Interest terms of subsection (d) above, interest on the principal amount of Participation Interests purchased for each day from and including the Mandatory day upon which such Borrowing would otherwise have occurred, then occurred to but excluding the amount date of payment for such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demandInterests, at the rate equal to, if paid within two (2) Business Days of such datethe date of the Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Prime Rate.

Repayment with Loans. On any day on which the Borrower Company shall have requested, or been deemed to have requested requested, a Revolving Credit Loan in the principal amount of the Dollar Amount (determined as of the date of the drawing under the applicable Letter of Credit) of the applicable drawing to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders Banks that a Revolving Credit Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Credit Loan borrowing comprised entirely of Base Rate Loans (each such borrowing, a an “LOC Mandatory Borrowing”) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.27) pro rata based on each LenderBank’s respective Revolving Credit Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the 7). The proceeds thereof of such LOC Mandatory Borrowing shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each Lender Bank hereby irrevocably agrees to make such Revolving Credit Loans immediately upon any such request or deemed request on account of each LOC Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) that the amount of the LOC Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required hereunder, ; (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests in the LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.in

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Lender’s respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests in the LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Revolving Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made (without giving effect to any termination of the Revolving Commitments pursuant to Section 7.2) pro rata based on each Revolving Lender’s 's respective Revolving Commitment Percentage (determined before giving effect to any termination of the Revolving Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each such Revolving Lender hereby agrees that it shall forthwith fund (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) its Participation Interests in the LOC Obligations; provided, further, that in the event any Revolving Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Revolving Lender’s 's unfunded Participation Interest therein shall bear interest payable by such Revolving Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of CreditCredit (as set forth in clause (d) above), the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all Lenders (without giving effect to any termination of the Commitments pursuant to Section 7.29.2) pro rata based on each Lender’s 's respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the Dollar Amount 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 borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 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 a Revolving Loan Loans to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests in the LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.Revolving

Repayment with Loans. (a) On any day on which the Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan advance to reimburse a drawing under a standby Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested by Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) advance shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) funded by all Lenders pro rata based on each Lender’s the respective Commitment Percentage Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 7.212.2) and the proceeds thereof shall be paid directly by the Agent to the applicable Issuing Lender Bank for application to the respective LOC Letter of Credit Obligations. . (b) Each such Lender hereby irrevocably agrees to make its Commitment Percentage of each such Revolving Loans immediately Loan promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding notwithstanding: (i) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 Article XI are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Loans are otherwise permitted to be made hereunder or (vi) any reduction in termination of the Aggregate Revolving Committed Amount after any Commitments relating thereto immediately prior to or contemporaneously with such Letter of Credit may have been drawn upon. borrowing. (c) In the event that any Mandatory Borrowing Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency proceeding under the Bankruptcy Codewith respect to Borrower), then each such Lender hereby agrees that it shall forthwith fund purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) its Participation Interests from the Issuing Bank such participation in the LOC Obligations; providedoutstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit Obligations ratably (based upon the respective Commitment Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 12.2)), furtherprovided that at the time any purchase of participation pursuant to this sentence is actually made, that in the event any purchasing Lender shall fail be required to fund its Participation Interest pay to the Issuing Bank, to the extent not paid to the Issuing Bank by Borrower in accordance with the terms of Section 2.2.3, interest on the principal amount of participation purchased for each day from and including the Mandatory Borrowing day upon which such borrowing would otherwise have occurred, then occurred to but excluding the amount date of payment for such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demandparticipation, at the rate equal to, if paid within two (2) Business Days of such datethe date of the Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Prime Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of CreditCredit (as set forth in clause (d) above), the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all Lenders (without giving effect to any termination of the Commitments pursuant to Section 7.29.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each applicable Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the Dollar Amount 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 borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 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 a Revolving Loan Loans to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after or any such Letter termination of Credit may have been drawn uponthe Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy CodeCode with respect to the Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests Interest in the outstanding LOC ObligationsObligations in accordance with the terms of subsection (d) above; provided, further, that in the event any such Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base RateRate plus two percent (2%) per annum.

Repayment with Loans. On any day on which the Borrower Company shall have requested, or been deemed to have requested requested, pursuant to subsection (d) hereof, a Revolving Loan Mandatory LOC Borrowing to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders Banks that a Revolving Loan Mandatory LOC Borrowing has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing Mandatory LOC Borrowing comprised entirely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2Article VIII) pro rata based on each LenderBank’s respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the Article VIII). The proceeds thereof of such Mandatory LOC Borrowing shall be paid by the Agent directly to the applicable Issuing Lender Bank for application to to, or otherwise applied by the Agent to, the respective LOC Obligations. Each Lender Bank hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory LOC Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory LOC Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 Article VI are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i2.2(b), (v) the date of such Mandatory LOC Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests in the LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.or

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Lender’s 's respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that If any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests in the LOC Obligations; provided, further, that in the event if any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing advance comprised entirely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made to the Borrower by all Lenders (without giving effect to notwithstanding any termination of the Commitments pursuant to Section 7.29.2) pro rata based on each Lender’s the respective Commitment Percentage Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 7.29.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Loans are otherwise permitted to be made hereunder or (vi) any reduction in termination of the Aggregate Revolving Committed Amount after any Commitments relating thereto immediately prior to or contemporaneously with such Letter of Credit may have been drawn uponborrowing. In the event that any Mandatory Borrowing Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy CodeCode with respect to the Borrower or any Credit Party), then each such Lender hereby agrees that it shall forthwith fund purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) its Participation Interests from the Issuing Lender such participation in the outstanding LOC Obligations; providedObligations as shall be necessary to cause each such Lender to share in such LOC Obligations ratably (based upon the respective Commitment Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 9.2)), furtherprovided that at the time any purchase of participation pursuant to this sentence is actually made, that in the event any purchasing Lender shall fail be required to fund its Participation Interest pay to the Issuing Lender, to the extent not paid to the Issuer by the Borrower in accordance with the terms of subsection (d) hereof, interest on the principal amount of participation purchased for each day from and including the Mandatory Borrowing day upon which such borrowing would otherwise have occurred, then occurred to but excluding the amount date of payment for such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demandparticipation, at the rate equal to, if paid within two (2) Business Days of such datethe date of the Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Lender’s 's respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that If any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests in the LOC Obligations; provided, further, that in the event if any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Revolving Loan Lenders that a Revolving Loan has been requested or deemed requested by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Base ABR Loans (or LIBOR Rate Loans (each such borrowing, a “Mandatory Borrowing”to the extent the Borrower has complied with the procedures of Section 2.1.B with respect thereto) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Lender’s respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) Borrower by all Lenders in accordance with their Pro Rata Shares and the proceeds thereof shall be paid directly to the applicable Issuing Lender Bank for application to the respective LOC Letter of Credit Obligations. Each such Lender hereby irrevocably agrees to make its Pro Rata Share of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 3.2 are then satisfied, (iii) whether a Potential Event of Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan Loans to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Loans are otherwise permitted to be made hereunder or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. 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 termination of the commencement of a proceeding under the Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith fund (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 Commitments relating thereto immediately prior to or contemporaneously with such purchase) its Participation Interests in the LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rateborrowing.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Lender’s 's respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests in the LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Loans. On any day on which the Borrower Borrowers shall have requested, or been be deemed to have requested a Revolving CP Loan to reimburse a drawing under a Letter of CreditSECTION 2.3 above, the Administrative Agent M&I shall give notice to the Lenders Banks that a Revolving CP Loan has been requested or deemed requested in connection with a drawing under a Letter of CreditCommercial Paper, in which case a Revolving CP Loan borrowing comprised entirely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2Revolving Commitment) pro rata based on each Lender’s respective Commitment Percentage Bank's pro rata share (determined before giving effect to any termination of the Commitments pursuant to Section 7.2Revolving Commitments) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. M&I. Each Lender Bank hereby irrevocably agrees to make such Revolving CP Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request exists or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount Total Commitment after any the issuance of Commercial Paper. Each CP Loan shall be evidenced by a single promissory note of the Borrower (each a "CP Note"), in the form of the "Promissory Note - Commercial Paper Loans" set forth on Exhibit A annexed hereto, payable to the order of the lending Bank. The CP Notes shall be executed by the Borrowers and delivered to the Banks prior to the initial loans. Although each CP Note shall be expressed to be payable in the full amount of the applicable Bank's CP Commitment, the Borrowers shall be obligated to pay only the actual amounts of the CP Loans, together with interest on the unpaid balance of such Letter of Credit may have been drawn uponamounts which remains outstanding from time to time, at the rates and on the dates specified herein or in the CP Notes, together with the other amounts provided herein. In the event that any Mandatory Borrowing CP Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy CodeCode with respect the Borrowers), then each such Lender Bank hereby agrees that it shall forthwith fund (as its pro rata share of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on unreimbursed payment or after such date and prior to such purchase) its Participation Interests in the LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount obligations of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.M&I.

Repayment with Loans. On any day on which the Borrower Borrowers shall have requested, or been deemed to have requested requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the Administrative and unless Agent has exercised its rights under Section 2.1(d)(iii) hereof, Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested by Borrowers to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing advance comprised entirely of Base Prime Rate Loans (each such borrowing, a “Mandatory Borrowing”or Eurodollar Loans to the extent Borrowers has complied with the procedures of Section 2.1(d)(i) with respect thereto) shall be immediately made to Borrowers by all Lenders (without giving effect to notwithstanding any termination of the Commitments pursuant to Section 7.212.2) pro rata based on each Lender’s the respective Commitment Percentage Percentages of Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 7.212.2) and the proceeds thereof shall be paid directly by Agent to the applicable Issuing Lender Bank for application to the respective LOC Letter of Credit Obligations. Each such Lender is liable for and hereby irrevocably agrees to make its Commitment Percentage of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 6.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Loans are otherwise permitted to be made hereunder or (vi) any reduction in termination of the Aggregate Revolving Committed Amount after any Commitments relating thereto immediately prior to or contemporaneously with such Letter of Credit may have been drawn uponborrowing. In the event that any Mandatory Borrowing Loan cannot for any reason reasons be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency proceeding under the Bankruptcy Codewith respect to Borrowers), then each such Lender hereby agrees that it shall forthwith fund purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Borrowers on or after such date and prior to such purchase) its Participation Interests from Issuing Bank such participation in the LOC Obligations; provided, further, that in the event any Lender outstanding Letter of Credit Obligations as shall fail be necessary to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by cause each such Lender to share in such Letter of Credit Obligations ratably (based upon the applicable Issuing Lender upon demandrespective Commitment Percentages of Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 12.2)), provided that at the rate equal to, if paid within two (2) Business Days time any purchase of such dateparticipation pursuant to this sentence is actually made, the Federal Funds Ratepurchasing Lender shall be required to pay to Issuing Bank, and thereafter at a rate equal to the Base Rate.extent not paid to Issuing Bank by Borrowers in accordance with the terms of

Repayment with Loans. On any day on which the Borrower Company shall have requested, or been deemed to have requested a US Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the US Lenders that a US Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a US Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans (each such borrowing, a “"LC Mandatory Borrowing”") shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each US Lender’s 's respective US Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each US Lender hereby irrevocably agrees to make such US Revolving Loans immediately upon any such request or deemed request on account of each LC Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of LC Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a US Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i), (v) the date of such LC Mandatory Borrowing, or (vi) any reduction in the Aggregate US Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that any LC Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each such US Lender hereby agrees that it shall forthwith fund (as of the date the LC Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Company on or after such date and prior to such purchase) its Participation Interests in the LOC Obligations; provided, further, that in the event any US Lender shall fail to fund its Participation Interest on the day the LC Mandatory Borrowing would otherwise have occurred, then the amount of such US Lender’s 's unfunded Participation Interest therein shall bear interest payable by such US Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Loans. On any day on which the a Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested by the applicable Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made to the applicable Borrower by all Revolving Loan Lenders in accordance with their Pro Rata Shares (without after giving effect to any termination the last sentence of the Commitments pursuant to Section 7.2) pro rata based on each Lender’s respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.22.2.C) and the proceeds thereof shall be paid directly to the applicable Issuing Lender Bank for application to the respective LOC Letter of Credit Obligations. Each such Revolving Loan Lender hereby irrevocably agrees to make its Pro Rata Share (after giving effect to the last sentence of Section 2.2.C) of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 3.2 are then satisfied, (iiiii) whether a Potential Event of Default or an Event of Default then exists, (iviii) the failure for any such request or deemed request for a Revolving Loan Loans to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (viv) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (viv) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. 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 termination of the commencement of a proceeding under the Bankruptcy Code), then each Commitments relating thereto immediately prior to or contemporaneously with such Lender hereby agrees that it shall forthwith fund borrowing. (as k) Section 2.3 of the date Credit Agreement is hereby amended by deleting such Section in its entirety and the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from following is substituting in lieu thereof the Borrower on or after such date and prior to such purchase) its Participation Interests in the LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.following:

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing advance comprised entirely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made to the Borrower by all Lenders (without giving effect to notwithstanding any termination of the Commitments pursuant to Section 7.29.2) pro rata based on each Lender’s the respective Commitment Percentage Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 7.29.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Loans are otherwise permitted to be made hereunder or (vi) any reduction in termination of the Aggregate Revolving Committed Amount after any Commitments relating thereto immediately prior to or contemporaneously with such Letter of Credit may have been drawn uponborrowing. In the event that any Mandatory Borrowing Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a 28 result of the commencement of a proceeding under the Bankruptcy CodeCode with respect to the Borrower or any Credit Party), then each such Lender hereby agrees that it shall forthwith fund purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) its Participation Interests from the Issuing Lender such participation in the outstanding LOC Obligations; providedObligations as shall be necessary to cause each such Lender to share in such LOC Obligations ratably (based upon the respective Commitment Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 9.2)), furtherprovided that at the time any purchase of participation pursuant to this sentence is actually made, that in the event any purchasing Lender shall fail be required to fund its Participation Interest pay to the Issuing Lender, to the extent not paid to the Issuer by the Borrower in accordance with the terms of subsection (d) hereof, interest on the principal amount of participation purchased for each day from and including the Mandatory Borrowing day upon which such borrowing would otherwise have occurred, then occurred to but excluding the amount date of payment for such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demandparticipation, at the rate equal to, if paid within two (2) Business Days of such datethe date of the Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Lender’s respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests in the LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Loans. On any day on which the a Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested by the applicable Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”or Eurodollar Loans to the extent the applicable Borrower has complied with the procedures of Section 2.1.C. with respect thereto) shall be immediately made (without giving effect to any termination of ------------- the Commitments pursuant to Section 7.2) pro rata based on each Lender’s respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) applicable Borrower by all Revolving Loan Lenders in accordance with their Pro Rata Shares and the proceeds thereof shall be paid directly to the applicable Issuing Lender Bank for application to the respective LOC Letter of Credit Obligations. Each such Revolving Loan Lender hereby irrevocably agrees to make its Pro Rata Share of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) that the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 3.2 are then satisfied, (iii) ----------- whether a Potential Event of Default or an Event of Default then exists, (iv) the failure for any such request or deemed request for a Revolving Loan Loans to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. 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 termination of the commencement of a proceeding under the Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith fund (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 Commitments relating thereto immediately prior to or contemporaneously with such purchase) its Participation Interests in the LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rateborrowing.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing advance comprised entirely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (without giving effect to notwithstanding any termination of the Commitments pursuant to Section 7.29.2) pro rata based on each Lender’s the respective Commitment Percentage Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 7.29.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Loans are otherwise permitted to be made hereunder or (vi) any reduction in termination of the Aggregate Revolving Committed Amount after any Commitments relating thereto immediately prior to or contemporaneously with such Letter of Credit may have been drawn uponborrowing. In the event that any Mandatory Borrowing Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy CodeCode with respect to the Borrower or any Credit Party), then each such Lender hereby agrees that it shall forthwith fund purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) its from the Issuing Lender such Participation Interests in the outstanding LOC Obligations; providedObligations as shall be necessary to cause each such Lender to share in such LOC Obligations ratably (based upon the respective Commitment Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 9.2)), furtherprovided that at the time any purchase of Participation Interests pursuant to this sentence is actually made, that in the event any purchasing Lender shall fail be required to fund its Participation Interest pay to the Issuing Lender, to the extent not paid to the Issuer by the Borrower in accordance with the terms of subsection (d) above, interest on the principal amount of Participation Interests purchased for each day from and including the Mandatory Borrowing day upon which such borrowing would otherwise have occurred, then occurred to but excluding the amount date of payment for such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demandInterests, at the rate equal to, if paid within two (2) Business Days of such datethe date of the Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely solely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made from all Lenders (without giving effect to any termination of the Revolving Loan Commitments pursuant to Section 7.29.1) pro rata based on each Lender’s respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the Agent for the account of the applicable Issuing Lender Bank for application to the respective LOC Letter of Credit Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the Dollar Amount 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 borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 Article III 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 Loan Loans to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in or any termination of the Aggregate Revolving Committed Amount after any Loan Commitments. Such funding of Loans shall be made on the day notice of such Letter of Credit may have been drawn uponMandatory Borrowing is received by each Lender 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 day such notice is received. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under any applicable bankruptcy law with respect to the Bankruptcy CodeBorrower), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests Commitment Percentage in the LOC outstanding Letter of Credit Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest Commitment Percentage on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest Commitment Percentage therein shall bear interest payable by such Lender to the Agent for the account of the applicable Issuing Lender Bank upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Loans. On any day on which the a Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 7.29.2 or otherwise) pro rata based on each Lender’s 's respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations; provided, however, that no Mandatory Borrowing shall be made after the termination of the Commitments. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the Dollar Amount 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 borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 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 a Revolving Loan Loans to be made by the time otherwise required in Section 2.1(b)(i), hereunder or (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn uponAmount. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above above, whether because the Commitments have terminated or for any other reason (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy CodeCode with respect to a Borrower), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests Interest in the outstanding LOC Obligations; provided, further, provided that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurredit is required to do so, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan Loan, to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the applicable Lenders that such a Revolving Loan has been requested or deemed requested in connection with a drawing under a such Letter of Credit, in which case either a Revolving Loan borrowing comprised entirely of Base LMI Rate Loans (each such borrowing, a “LOC Mandatory Borrowing”) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Lender’s respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the ). The proceeds thereof of such LOC Mandatory Borrowing shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each LOC Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of LOC Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving such Loan to be made by the time otherwise required in Section 2.1(b)(i2.1(b), (v) the date of such LOC Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount amount of any Commitment after any such Letter of Credit may have been drawn upon. In the event that any LOC Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each such applicable Lender hereby agrees that it shall forthwith fund (as of the date the LOC 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) its Participation Interests in the applicable LOC Obligations; provided, further, that in the event any such Lender shall fail to fund its Participation Interest on the day the LOC Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate equal to at a per annum rate 2% greater than the Base Raterate which would otherwise be applicable to a Loan.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Lender’s 's respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that If any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests in the LOC Obligations; provided, further, that in the event if any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested a Revolving Loan requested, Base Rate Loans to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders Lenders-that a Revolving Loan has such Loans have been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Base Rate such Loans (each such borrowingcollectively, a “"Letter of Credit Mandatory Borrowing”") shall be immediately made by all Lenders (without giving effect to any termination of the Commitments pursuant to Section 7.210.02 hereof) pro rata based on each Lender’s respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) 's Pro Rata Share and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Letter of Credit Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the 37 same such date (or the next Business Day if such notice is received after 10:00 A.M. (California time)) notwithstanding (i) the amount of the Letter of Credit Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 4.02 are then satisfied, (iii) whether a an Event of Default or an Unmatured Event of Default then exists, (iv) failure for of any such request or deemed request for a Revolving Loan Borrowing to be made by the time otherwise required in Section 2.1(b)(i)2.01 hereof, (v) the date of such Letter of Credit Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (vi) any reduction in termination of the Aggregate Revolving Committed Amount after any Commitments immediately prior to such Letter of Credit may have been drawn uponMandatory Borrowing or contemporaneously therewith. In the event that any Letter of Credit Mandatory Borrowing cannot for any reason be made occur in respect of a Letter of Credit on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy CodeCode with respect to Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date the Letter of Credit Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchasefunding) its Participation Interests participation interest in the LOC Obligations; providedoutstanding obligations arising in connection with such Letter of Credit, further, provided that in (A) all interest payable on Borrower's reimbursement obligation with respect to such Letter of Credit shall be for the event any account of Issuing Lender shall fail to fund its Participation Interest on until but excluding the day upon which the Letter of Credit Mandatory Borrowing would otherwise have occurred, then and (B) in the event of a delay between the day upon which the Letter of Credit Mandatory Borrowing would otherwise have occurred and the time any funding of a participation pursuant to this sentence is actually made, the funding Lender shall be required to pay to the Issuing Lender interest on the principal amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by participation for each day from and including the day upon which the Letter of Credit Mandatory Borrowing would otherwise have occurred to but excluding the date of funding of such Lender to the applicable Issuing Lender upon demandparticipation, at the rate equal toto the Federal Funds Rate, if paid within for the two (2) Business Days after the date the Letter of such date, the Federal Funds RateCredit Mandatory Borrowing would otherwise have occurred, and thereafter at a rate equal to the Base Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing advance comprised entirely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (without giving effect to notwithstanding any termination of the Commitments pursuant to Section 7.29.2) pro rata based on each Lender’s the respective Revolving Commitment Percentage Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 7.29.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) whether the date of such Mandatory Borrowing, or (vi) any reduction in termination of the Aggregate Revolving Committed Amount after any Commitments relating thereto immediately prior to or contemporaneously with such Letter of Credit may have been drawn uponborrowing. In the event that any Mandatory Borrowing Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy CodeCode with respect to the Borrower or any Credit Party), then each such Lender hereby agrees that it shall forthwith fund purchase (as of the date the Mandatory Borrowing such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) its Participation Interests from the Issuing Lender such participation in the outstanding LOC Obligations; providedObligations as shall be necessary to cause each such Lender to share in such LOC Obligations ratably (based upon the respective Revolving Commitment Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 9.2)), furtherprovided that at the time any purchase of participation pursuant to this sentence is actually made, that in the event any purchasing Lender shall fail be required to fund its Participation Interest pay to the Issuing Lender, to the extent not paid to the Issuer by the Borrower in accordance with the terms of subsection (d) hereof, interest on the principal amount of participation purchased for each day from and including the Mandatory Borrowing day upon which such borrowing would otherwise have occurred, then occurred to but excluding the amount date of payment for such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demandparticipation, at the rate equal to, if paid within two (2) Business Days of such datethe date of the Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Revolving Loan Lenders that a Revolving Loan has been requested or deemed requested by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1.B with respect thereto) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Lender’s respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) Borrower by all Lenders in accordance with their Pro Rata Shares and the proceeds thereof shall be paid directly to the applicable Issuing Lender Bank for application to the respective LOC Letter of Credit Obligations. Each such Lender hereby irrevocably agrees to make its Pro Rata Share of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding notwithstanding (i) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 3.2 are then satisfied, (iii) whether a Potential Event of Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan Loans to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Loans are otherwise permitted to be made hereunder or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. 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 termination of the commencement of a proceeding under the Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith fund (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 Commitments relating thereto immediately prior to or contemporaneously with such purchase) its Participation Interests in the LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rateborrowing.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1.B. with respect thereto) shall be -------------- immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Lender’s respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) Borrower by all Lenders in accordance with their Pro Rata Shares and the proceeds thereof shall be paid directly to the applicable Issuing Lender Bank for application to the respective LOC Letter of Credit Obligations. Each such Lender hereby irrevocably agrees to make its Pro Rata Share of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 3.2 are then satisfied, (iii) whether a Potential Event of Default or an ----------- Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan Loans to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Loans are otherwise permitted to be made hereunder or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. 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 termination of the commencement of a proceeding under the Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith fund (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 Commitments relating thereto immediately prior to or contemporaneously with such purchase) its Participation Interests in the LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rateborrowing.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Lender’s respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests in the LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Loans. On any day on which the a Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 7.29.2 or otherwise) pro rata based on each Lender’s 's respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the Dollar Amount 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 borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 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 a Revolving Loan Loans to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after or any such Letter termination of Credit may have been drawn uponthe Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy CodeCode with respect to a Borrower), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Lender’s 's respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i2.1(b), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon; provided, however, that in the event any such Mandatory Borrowing should be less than the minimum amount for borrowings of Loans otherwise provided in Section 2.1(b)(ii), the Borrower shall pay to the Administrative Agent for its own account an administrative fee of $500. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy CodeCode with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.'s unfunded

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of CreditCredit (as set forth in clause (d) above), the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 7.29.2) pro rata based on each Lender’s 's respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the Dollar Amount 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 borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 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 a Revolving Loan Loans to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after or any such Letter termination of Credit may have been drawn uponthe Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy CodeCode with respect to a Credit Party), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests Interest in the LOC Obligationsunreimbursed drawings under Letters of Credit; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 7.29.2) pro rata based on each Lender’s 's respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the Dollar Amount 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 borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 5 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 Loan Loans to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after or any such Letter termination of Credit may have been drawn uponthe Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy CodeCode with respect to the Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests Interest in the outstanding LOC Obligations; provided, provided further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Loans. On any day on which the Borrower Company shall have requested, or been deemed to have requested requested, pursuant to subsection (d) hereof, a Revolving Loan Mandatory LOC Borrowing to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders Banks that a Revolving Loan Mandatory LOC Borrowing has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing Mandatory LOC Borrowing comprised entirely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2Article VIII) pro rata based on each LenderBank’s respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the Article VIII). The proceeds thereof of such Mandatory LOC Borrowing shall be paid by the Agent directly to the applicable Issuing Lender Bank for application to to, or otherwise applied by the Agent to, the respective LOC Obligations. Each Lender Bank hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory LOC Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory LOC Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 Article VI are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i2.2(b), (v) the date of such Mandatory LOC Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon; provided, however, that in the event any such Mandatory LOC Borrowing should be less than the minimum amount for borrowings of Loans otherwise provided in Section 2.2(b), the Company shall pay to the Agent for its own account an administrative fee of $500. In the event that any Mandatory LOC Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code), then each such Lender Bank hereby agrees that it shall forthwith fund (as of the date the Mandatory LOC 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) its Participation Interests in the outstanding LOC Obligations; provided, further, that in the event any Lender Bank shall fail to fund its Participation Interest on the day the Mandatory LOC Borrowing would otherwise have occurred, then the amount of such LenderBank’s unfunded Participation Interest therein shall bear interest payable by such Lender Bank to the applicable Issuing Lender Bank upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Lender’s 's respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans otherwise required 28 35 hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required in Section 2.1(b)(i2.1(b), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon; provided, however, that in the event any such Mandatory Borrowing should be less than the minimum amount for borrowings of Loans otherwise provided in Section 2.1(b)(ii), the Borrower shall pay to the Administrative Agent for its own account an administrative fee of $500. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy CodeCode with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Loans. On any day on which the Borrower shall have requested, or been deemed to have requested a Revolving Loan requested, Base Rate Loans to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has such Loans have been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Base Rate such Loans (each such borrowingcollectively, a “"Letter of Credit Mandatory Borrowing”") shall be immediately made by all Lenders (without giving effect to any termination of the Commitments pursuant to Section 7.210.02 hereof) pro rata based on each Lender’s respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) 's Pro Rata Share and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Letter of Credit Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately promptly upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount amount and in the manner specified in the preceding sentence and on the same such date (or the next Business Day if such notice is received after 10:00 A.M. (California time)) notwithstanding (i) the amount of the Letter of Credit Mandatory Borrowing may not comply with the minimum amount for borrowings of Loans Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 4.01 are then satisfied, (iii) whether a an Event of Default or an Unmatured Event of Default then exists, (iv) failure for of any such request or deemed request for a Revolving Loan Borrowing to be made by the time otherwise required in Section 2.1(b)(i)2.01 hereof, (v) the date of such Letter of Credit Mandatory BorrowingBorrowing (provided that such date must be a Business Day), or (vi) any reduction in termination of the Aggregate Revolving Committed Amount after any Commitments immediately prior to such Letter of Credit may have been drawn uponMandatory Borrowing or contemporaneously therewith. In the event that any Letter of Credit Mandatory Borrowing cannot for any reason be made occur in respect of a Letter of Credit on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy CodeCode with respect to Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date the Letter of Credit Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchasefunding) its Participation Interests participation interest in the LOC Obligations; providedoutstanding obligations arising in connection with such Letter of Credit, further, provided that in (A) all interest payable on Borrower's reimbursement obligation with respect to such Letter of Credit shall be for the event any account of Issuing Lender shall fail to fund its Participation Interest on until but excluding the day upon which the Letter of Credit Mandatory Borrowing would otherwise have occurred, then and (B) in the event of a delay between the day upon which the Letter of Credit Mandatory Borrowing would otherwise have occurred and the time any funding of a participation pursuant to this sentence is actually made, the funding Lender shall be required to pay to the Issuing Lender interest on the principal amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by participation for each day from and including the day upon which the Letter of Credit Mandatory Borrowing would otherwise have occurred to but excluding the date of funding of such Lender to the applicable Issuing Lender upon demandparticipation, at the rate equal toto the Federal Funds Rate, if paid within for the two (2) Business Days after the date the Letter of such date, the Federal Funds RateCredit Mandatory Borrowing would otherwise have occurred, and thereafter at a rate equal to the Base Rate.

Repayment with Loans. On any day on which the a Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 7.29.2 or otherwise) pro rata based on each Lender’s 's respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the Dollar Amount 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 borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 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 a Revolving Loan Loans to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after or any such Letter termination of Credit may have been drawn uponthe Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy CodeCode with respect to a Borrower), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests Interest in the outstanding LOC Obligations; provided, further, provided that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Loans. On any day on which the a Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested by the applicable Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”or Eurodollar Loans to the extent the applicable Borrower has complied with the procedures of Section 2.1.C. with respect thereto) shall be immediately made to the applicable Borrower by all Revolving Loan Lenders in accordance with their Pro Rata Shares (without after giving effect to any termination the second to last sentence of the Commitments pursuant to Section 7.2) pro rata based on each Lender’s respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.22.2.C) and the proceeds thereof shall be paid directly to the applicable Issuing Lender Bank for application to the respective LOC Letter of Credit Obligations. Each such Revolving Loan Lender hereby irrevocably agrees to make its Pro Rata Share (after giving effect to the second to last sentence of Section 2.2.C) of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each Mandatory Borrowing in the Dollar Amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) that the amount of Mandatory Borrowing such borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 3.2 are then satisfied, (iii) whether a Potential Event of Default or an Event of Default then exists, (iv) the failure for any such request or deemed request for a Revolving Loan Loans to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any reduction in the Aggregate Revolving Committed Amount after any such Letter of Credit may have been drawn upon. 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 termination of the commencement of a proceeding under the Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith fund (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 Commitments relating thereto immediately prior to or contemporaneously with such purchase) its Participation Interests in the LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rateborrowing.

Repayment with Loans. On any day on which the a Borrower shall have requested, or been deemed to have requested requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 7.29.2 or otherwise) pro rata based on each Lender’s 's respective Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the Dollar Amount 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 borrowings of Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 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 a Revolving Loan Loans to be made by the time otherwise required in Section 2.1(b)(i)hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount after or any such Letter termination of Credit may have been drawn uponthe Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy CodeCode with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith fund (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) its Participation Interests Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable by such Lender to the applicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.