Common use of Repayment with Revolving Loans Clause in Contracts

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank for application to the respective Letter of Credit Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation in the outstanding 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 Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender 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 terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower CBI shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse make a payment as a result of a drawing under a Letter of Credit, the Agent shall give notice to the Existing Lenders that a Revolving Loan has been requested or deemed requested by the Borrower CBI to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect thereto) shall be immediately made to the Borrower CBI by all such Existing Lenders (notwithstanding any termination of the Revolving Credit Existing Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages Pro Rata Shares of the such Existing Lenders (determined before giving effect to any termination of the Revolving Credit Existing Commitments pursuant to Section 11.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank for application to the respective Letter of Credit Obligations. Each such Existing Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage Pro Rata Share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Existing Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding with respect to the BorrowerCBI), then each such Existing Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower CBI on or after such date and prior to such purchase) from the Issuing Bank such participation in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Existing Lender to share in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages Pro Rata Shares of the Existing Lenders (determined before giving effect to any termination of the Revolving Credit Existing Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Existing Lender shall be required to pay to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower CBI in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Prime Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance 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 by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan advance borrowing comprised solely of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "Mandatory Borrowing") shall be immediately made to the Borrower by from all applicable Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before without giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on each Lender's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 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 Revolving Loan Loans to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingCommitments. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interest in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay 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 to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation Participation Interests in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided that at the time any purchase of participation Participation Interests pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Issuing BankLender, to the extent not paid to the Issuing Bank Lender by the Borrower in accordance with the terms of Section 3.4subsection (d) above, interest on the principal amount of participation Participation Interests purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been be deemed to have requested, requested a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance borrowing comprised entirely of Base Prime Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "Mandatory Borrowing") shall be immediately made (without giving effect to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29) pro rata based on the each Lender's respective Revolving Credit Commitment Percentages of the Lenders Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29) and in the case of both clauses (i) and (ii) the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any termination of reduction in the Revolving Committed Amount after any such Letter of Credit Commitments relating thereto immediately prior 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 Revolving Loans otherwise provided in Section 2.1(b)(ii), the Borrower shall pay to or contemporaneously with such borrowingthe Agent for its own account an administrative fee of $500. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interests in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay 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 to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advanceany such request, the Federal Funds Rate, and thereafter at a rate equal to the Base Prime Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance borrowing to reimburse a drawing under a Letter of Credit, the 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 advance borrowing comprised solely of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a “Mandatory Borrowing”) shall be immediately made to the Borrower by from all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before without giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2 or otherwise) pro rata based on each Lender’s respective Commitment Percentage and the proceeds thereof shall be paid directly by the Agent to the applicable Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for of any such request or deemed request for Revolving Loan Loans to be made by the time otherwise required hereunder, hereunder or (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of reduction in the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingCommitted Amount. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interest in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be fail to fund its Participation Interest on the day it is required to pay do so, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable to the applicable Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have 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 advance borrowing comprised entirely of Alternate Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a “Mandatory Borrowing”) shall be immediately made (without giving effect to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) pro rata based on the each Lender’s respective Revolving Credit Commitment Percentages of the Lenders Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) and in the case of both clauses (i) and (ii) the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V 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 Revolving Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any termination of reduction in the Revolving Committed Amount after any such Letter of Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingmay have been drawn upon. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interests in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay 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 to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any Credit Party), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided that at in the time any purchase event such payment is not made on the day of participation pursuant to this sentence is actually madedrawing, the purchasing such Lender shall be required to pay in addition to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, Lender interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, its unfunded Participation Interest at the a rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancedrawing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower Borrowers shall have requested, or been deemed to have requested, a Revolving Loan advance 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 by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan advance comprised solely of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a “Mandatory Borrowing”) shall be immediately made to the Borrower by from all applicable Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before without giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on each Lender’s respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for of any such request or deemed request for Revolving Loan Loans to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingCommitments. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the a Borrower), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Borrowers on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interest in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay fund its Participation Interest on the day such Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the a rate per annum equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Rate, and thereafter at a rate per annum equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any Credit Party), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided that at in the time any purchase event such payment is not made on the day of participation pursuant to this sentence is actually madedrawing, the purchasing such Lender shall be required to pay in addition to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, Lender interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, its unfunded Participation Interest at the a rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancedrawing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata PRO RATA based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by to the Agent to for the account of the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding NOTWITHSTANDING (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation Participation Interests in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided PROVIDED that at the time any purchase of participation Participation Interests pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Agent for the account of the Issuing BankLender, to the extent not paid to the Issuing Bank Lender by the Borrower in accordance with the terms of Section 3.4subsection (d) above, interest on the principal amount of participation Participation Interests purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower Borrowers shall have requested, or been deemed to have requestedrequested as provided in (d) above, 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 Borrowers to be made in connection with a drawing under a Letter of Credit, in which case a Lenders shall severally make Revolving Loan advance comprised of Base Rate Loans (or Eurodollar Loans to the extent Borrowers jointly and severally in a principal amount for each Lender equal to such Lender's Commitment Percentage of such Revolving Loan requested or deemed to be requested by the Borrower has complied with the procedures of Section 2.1(d)(i) with respect thereto) Borrowers. Each Lender shall be immediately made make available to the Borrower by all Lenders (notwithstanding any termination Administrative Agent, at the office of the Administrative Agent in Dollars in funds immediately available to the Administrative Agent, such Lender's Commitment Percentage of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2) Loans requested, and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V 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 Revolving Loan Loans to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to any Borrower or any other Person obligated upon the BorrowerObligations), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Borrowers on or after such date and prior to such purchase) from the Issuing Bank such participation in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.22.7)), provided that at the time any such purchase of a participation pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower Borrowers in accordance with the terms of Section 3.4subsection (d) hereof, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advanceLoan, at the Federal Funds Rate, and thereafter at a rate equal to the Domestic Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower Borrowers shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested by the Borrower Borrowers to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect thereto) shall be immediately made to the Borrower Borrowers by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank for application to the respective Letter of Credit Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding with respect to the any Borrower), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Borrowers on or after such date and prior to such purchase) from the Issuing Bank such participation in the outstanding 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 Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower Borrowers in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance 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 by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan advance borrowing comprised solely of Base Rate Loans in Dollars (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "Mandatory Borrowing") shall be immediately made to the Borrower by from all applicable Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before without giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on each Lender's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 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 Revolving Loan Loans to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingCommitments. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interest in the outstanding 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 Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2)), LOC Obligations; provided that at in the time event any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay 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 to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.02(a) with respect thereto) shall be immediately made to the Borrower by all Lenders Banks (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.26.01) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders Banks (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.26.01) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank for application to the respective Letter of Credit LOC Obligations. Each such Lender Bank hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 3.02 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender Bank hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender Bank to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders Banks (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.26.01)), provided that at in the time any purchase event such payment is not made on the day of participation pursuant to this sentence is actually madedrawing, the purchasing Lender such Bank shall be required to pay to the Issuing Bank, to the extent not paid in addition to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, its unfunded Participation Interest at the a rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancedrawing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, (i) a Revolving Swingline Loan advance borrowing to reimburse a drawing under a Letter of Credit, the Swingline Lender shall make the Swingline Loan advance pursuant to the terms of the request or deemed request in accordance with the provisions for Swingline Loan advances hereunder, or (ii) 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 advance borrowing comprised entirely of Alternate Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "Mandatory Borrowing") shall be immediately made (without giving effect to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) pro rata based on the each Lender's respective Revolving Credit Commitment Percentages of the Lenders Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) and in the case of both clauses (i) and (ii) the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V 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 Revolving Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any termination of reduction in the Revolving Committed Amount after any such Letter of Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingmay have been drawn upon. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interests in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay 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 to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation Participation Interests in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided that at the time any purchase of participation Participation Interests pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Issuing BankLender, to the extent not paid to the Issuing Bank Issuer by the Borrower in accordance with the terms of Section 3.4subsection (d) above, interest on the principal amount of participation Participation Interests purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance 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 by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan advance borrowing comprised solely of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "Mandatory Borrowing") shall be immediately made to the Borrower by from all applicable Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before without giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2 or otherwise) pro rata based on each Lender's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for of any such request or deemed request for Revolving Loan Loans to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingCommitments. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interest in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay 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 to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation Participation Interests in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided that at the time any purchase of participation Participation Interests pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Issuing BankLender, to the extent not paid to the Issuing Bank Issuer by the Borrower in accordance with the terms of Section 3.4subsection (d) above, interest on the principal amount of participation Participation Interests purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower Borrowers shall have requested, or been deemed to have requested, a Revolving Loan advance borrowing 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 advance borrowing comprised solely of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "Mandatory Borrowing") shall be immediately made to the Borrower by from all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before without giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on each Lender's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the failure for of any such request or deemed request for Revolving Loan Loans to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any reduction in the Revolving Loan Commitment or any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingCommitments. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the U.S. Bankruptcy Code with respect to the BorrowerBorrowers or any other Credit Party), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Borrowers on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interest in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay 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 to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation Participation Interests in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided that at the time any purchase of participation Participation Interests pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Issuing BankLender, to the extent not paid to the Issuing Bank Lender by the Borrower in accordance with the terms of Section 3.4clause (d) above, interest on the principal amount of participation Participation Interests purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower Company shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance borrowing comprised entirely of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a “Mandatory LOC Borrowing”) shall be immediately made (without giving effect to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) pro rata based on the each Lender’s respective Revolving Credit Commitment Percentages of the Lenders Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) and the proceeds thereof shall be paid directly by to the Agent to for the account of the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan immediately upon any Loans on the day such request notice is received by the Lenders from the Agent if such notice is received at or deemed request in before 2:00 P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 Noon (Charlotte, North Carolina time) on the amountBusiness Day next succeeding the day such notice is received, in the manner and on the date specified in the preceding sentence each case notwithstanding (i) the amount of such borrowing Mandatory LOC Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V 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 Revolving Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory LOC Borrowing, or (vi) any termination of reduction in the Revolving Committed Amount after any such Letter of Credit Commitments relating thereto immediately prior 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 2.1(b), the Company shall pay to or contemporaneously with such borrowingthe Agent for its own account an administrative fee of $500. In the event that any Revolving Loan Mandatory LOC Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement occurrence of a bankruptcy or insolvency case or proceeding with respect to the BorrowerBankruptcy Event), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation fund its Participation Interests in the outstanding Letter of Credit LOC Obligations as on the Business Day such notice to fund is received by such Lender from the Agent if such notice is received at or before 2:00 P.M. (Charlotte, North Carolina time), otherwise such payment shall be necessary made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day such notice is received; provided, further, that in the event any Lender shall fail to cause each fund its Participation Interest as required herein, then the amount of such Lender’s unfunded Participation Interest therein shall automatically bear interest payable by such Lender to share in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages Agent for the account of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Issuing Lender 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 terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have 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 advance Borrowing comprised entirely of Base Rate ABR Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "MANDATORY BORROWING") shall be immediately made (without giving effect to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.27.01) pro rata PRO RATA based on the each Lender's respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.27.01) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence notwithstanding and on the same such date NOTWITHSTANDING (iI) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (iiII) whether any conditions specified in Article V Section 4.02 are then satisfied, (iiiIII) whether a Default or an Event of Default then exists, (ivIV) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunderin Section 2.03, (vV) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (viVI) any termination reduction in the aggregate amount of the Revolving Commitments after any such Letter of Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingmay have been drawn upon. In the event that any Revolving Loan 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 bankruptcy proceeding under any Federal, state or insolvency case foreign bankruptcy, insolvency, receivership or proceeding similar law with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interests in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; PROVIDED, FURTHER, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay 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 to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Revolving 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 advance borrowing comprised entirely of Base LIBOR Market Index Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a “Mandatory Borrowing”) shall be immediately made (without giving effect to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) pro rata based on the each Lender’s respective Revolving Credit Commitment Percentages of the Lenders Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) and the proceeds thereof shall be paid directly by the Agent to the applicable Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V 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 Revolving Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any termination of reduction in the Revolving Committed Amount after any such Letter of Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingmay have been drawn upon. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interests in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest fund its Participation Interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing Mandatory Borrowing would otherwise have occurred occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable to but excluding the date of payment for such participationapplicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any Credit Party), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation Participation Interests in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided that at the time any purchase of participation Participation Interests pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Issuing BankLender, to the extent not paid to the Issuing Bank Lender by the Borrower in accordance with the terms of Section 3.4subsection (d) above, interest on the principal amount of participation Participation Interests purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance 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 by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Revolving Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Revolving Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by the Agent to the Administrative Agent for the account of the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Revolving Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each such Revolving Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation Participation Interests in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Revolving Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Revolving Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided that at the time any purchase of participation Participation Interests pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Administrative Agent for the account of the Issuing BankLender, to the extent not paid to the Issuing Bank Lender by the Borrower in accordance with the terms of Section 3.4subsection (d) above, interest on the principal amount of participation Participation Interests purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any Credit Party), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided that at in the time any purchase event such payment is not made on the day of participation pursuant to this sentence is actually madedrawing, the purchasing such Lender shall be required to pay in addition to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, Lender interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, its unfunded Participation Interest at the a rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancedrawing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, (i) a Revolving Swingline Loan advance borrowing to reimburse a drawing under a Letter of Credit, the Swingline Lender shall make the Swingline Loan advance pursuant to the terms of the request or deemed request in accordance with the provisions for Swingline Loan advances hereunder, or (ii) 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 advance borrowing comprised entirely of Alternate Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "Mandatory Borrowing") shall be immediately made (without giving effect to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) pro rata based on the each Lender's respective Revolving Credit Commitment Percentages of the Lenders Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) and in the case of both clauses (i) and (ii) the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V 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 Revolving Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any termination of reduction in the Revolving Committed Amount after any such Letter of Credit Commitments relating thereto immediately prior 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 Revolving Loans otherwise provided in Section 2.1(b)(ii), the Borrower shall pay to or contemporaneously with such borrowingthe Administrative Agent for its own account an administrative fee of $500. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interests in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay 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 to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the Agent shall give notice to the affected 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.28.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.28.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit related LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 4 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 to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, including as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation Participation Interests in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2)8.2), provided PROVIDED that at the time any purchase of participation Participation Interests pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Issuing BankLender, to the extent not paid to the Issuing Bank Lender by the Borrower in accordance with the terms of Section 3.4subsection (d) above, interest on the principal amount of participation Participation Interests purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of on which the Revolving Loan advanceadvance was required, the Federal Funds Rate, and thereafter at a rate equal to and, if paid thereafter, the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have 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 advance borrowing comprised entirely of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a “Mandatory Borrowing”) shall be immediately made (without giving effect to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.28.2) pro rata based on the each Lender’s respective Revolving Credit Commitment Percentages of the Lenders Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.28.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V 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 Revolving Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any termination reduction in the Aggregate Revolving Committed Amount after any such Letter of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingmay have been drawn upon. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding with respect to under the BorrowerUnited States Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interests in the outstanding Letter 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 Credit Obligations as such Lender’s unfunded Participation Interest therein shall be necessary to cause each bear interest payable by such Lender to share in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender 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 terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance comprised solely of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a “Mandatory Borrowing”) shall be immediately made to the Borrower by from all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before without giving effect to any termination of the Revolving Credit Loan Commitments pursuant to Section 11.29.1) pro rata based on each Lender’s respective Commitment Percentage and the proceeds thereof shall be paid directly by to the Agent to the Issuing Bank for application to the respective Letter of Credit Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan immediately Loans upon any such request or deemed request on account of each such Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V are then satisfied, (iii) whether a Default or an Event of Default then exists, (iviii) failure for of any such request or deemed request for Revolving Loan Loans to be made by the time otherwise required hereunder, (viv) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (viv) any reduction in or any termination of the Revolving Credit Commitments relating thereto immediately prior Loan Commitments; provided that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.9(h) is subject to the conditions set forth in Section 5.2 (other than delivery of a Notice of Borrowing). Such funding of Revolving Loans shall be made on the day notice of such Mandatory Borrowing is received by each Lender from the Agent if such notice is received at or contemporaneously with before 3:00 p.m. (Charlotte, North Carolina time), otherwise such borrowingpayment shall be made at or before 1:00 p.m. (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received. In the event that any Revolving Loan 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 or insolvency case or proceeding law with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Commitment Percentage in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest fund its Commitment Percentage on the principal amount of participation purchased for each day from and including the day upon which such borrowing Mandatory Borrowing would otherwise have occurred occurred, then the amount of such Lender’s unfunded Commitment Percentage therein shall bear interest payable to but excluding the date of payment for such participationapplicable L/C Issuer upon demand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate. No such Extension of Credit shall relieve or otherwise impair the obligation of the Borrower to reimburse an L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. Until each Lender funds its Revolving Loan pursuant to this Section 2.9(g) to reimburse an L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Commitment Percentage of such amount shall be solely for the account of such L/C Issuer.

Repayment with Revolving Loans. On any day on which the Canadian Borrower shall have requested, or been deemed to have requested, a Canadian Revolving Loan advance borrowing to reimburse a drawing under a Canadian Letter of Credit, the Administrative Agent shall give notice to the Canadian Lenders that a Canadian Revolving Loan has been requested or deemed requested by the Borrower to be made in connection with a drawing under a Canadian Letter of Credit, in which case a Canadian Revolving Loan advance borrowing comprised solely of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "Mandatory Borrowing") shall be immediately made to the Borrower by from all Canadian Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before without giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on each Canadian Lender's respective Canadian Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Canadian Lender hereby irrevocably agrees to make its such Canadian Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each 41 47 such Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Canadian Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for of any such request or deemed request for Canadian Revolving Loan Loans to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any reduction in the Canadian Revolving Loan Commitment or any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingCommitments. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerCanadian Borrower or any other member of the Consolidated Shorewood Group), then each such Canadian Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Canadian Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interest in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share Canadian LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Canadian Lender shall be required fail to pay fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Canadian Lender's unfunded Participation Interest therein shall bear interest payable to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving 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 advance borrowing comprised entirely of Alternate Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a “Mandatory Borrowing”) shall be immediately made (without giving effect to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) pro rata based on the each Lender’s respective Revolving Credit Commitment Percentages of the Lenders Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) and in the case of both clauses (i) and (ii) the proceeds thereof shall be paid directly by the Agent to the applicable Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V 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 Revolving Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any termination of reduction in the Revolving Committed Amount after any such Letter of Credit Commitments relating thereto immediately prior 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 Revolving Loans otherwise provided in Section 2.1(b)(ii), the Borrower shall pay to or contemporaneously with such borrowingthe Administrative Agent for its own account an administrative fee of $500. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interests in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest fund its Participation Interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing Mandatory Borrowing would otherwise have occurred occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable to but excluding the date of payment for such participationapplicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been be deemed to have requested, (i) a Swingline Loan borrowing to reimburse a drawing under a Letter of Credit, the Swingline Lender shall make the Swingline Loan advance pursuant to the terms of the request or deemed request in accordance with the provisions for Swingline Loan advances hereunder, or (ii) a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance borrowing comprised entirely of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "Mandatory Borrowing") shall be immediately made (without giving effect to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29) pro rata based on the each Lender's respective Revolving Credit Commitment Percentages of the Lenders Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29) and in the case of both clauses (i) and (ii) the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any termination of reduction in the Revolving Committed Amount after any such Letter of Credit Commitments relating thereto immediately prior 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 Revolving Loans otherwise provided in Section 2.1(b)(ii), the Borrower shall pay to or contemporaneously with such borrowingthe Agent for its own account an administrative fee of $500. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or the Company), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interests in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay 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 to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advanceany such request, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have 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 (subject to clause (iii) of the initial proviso to Section 2.1(a)) a Revolving Loan advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all affected Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by the Agent to the Administrative Agent for the account of the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees (subject to clause (iii) of the initial proviso to Section 2.1(a)) to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation Participation Interests in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided that at the time any purchase of participation Participation Interests pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Issuing BankLender, to the extent not paid to the Issuing Bank Lender by the Borrower in accordance with the terms of Section 3.4subsection (d) above, interest on the principal amount of participation Participation Interests purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by to the Agent to for the account of the applicable Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for of any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the applicable Issuing Bank Lender such participation Participation Interests in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided that at the time any purchase of participation Participation Interests pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Agent for the account of the applicable Issuing BankLender, to the extent not paid to the applicable Issuing Bank Lender by the Borrower in accordance with the terms of Section 3.4subsection (d) above, interest on the principal amount of participation Participation Interests purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on the respective Revolving Credit Loan Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any Credit Party), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided that at in the time any purchase event such payment is not made on the day of participation pursuant to this sentence is actually madedrawing, the purchasing such Lender shall be required to pay in addition to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, Lender interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, its unfunded Participation Interest at the a rate equal to, if paid within two three (23) Business Days of the date of the Revolving Loan advancedrawing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance borrowing 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 advance borrowing comprised solely of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "Mandatory Borrowing") shall be immediately made to the Borrower by from all applicable Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before without giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on each Lender's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for of any such request or deemed request for Revolving Loan Loans to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingCommitments. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interest in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay 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 to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of CreditCredit pursuant to clause (d) above, 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect thereto) shall be immediately made to the Borrower by all such Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.210.2) pro rata based on the their respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.210.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for such Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding with respect to the Borrower)above, then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation in the outstanding LOC Obligations related to the applicable Letter of Credit Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the their respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.210.2)), ; provided that at in the time event such payment is not made by any purchase Lender on the day of participation pursuant to this sentence is actually madedrawing, the purchasing such Lender 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 terms of Section 3.4, Lender interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, its unfunded Participation Interest at the a rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancedrawing, the Federal Funds Rate, and thereafter at a rate equal to the Base Prime Rate.

Repayment with Revolving Loans. On any day on which the Borrower Borrowers shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the Agent shall give notice to the Revolving Lenders that a Revolving Loan advance has been requested or deemed requested by the Borrower Borrowers to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan advance comprised solely of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect thereto) shall be immediately made to the Borrower by all Revolving Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Revolving Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Revolving Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing; provided, however, in no event shall a Revolving Lender be required to make an advance in excess of such Revolving Lender's Revolving Committed Amount. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to either of the BorrowerBorrowers or any other Credit Party), then each such Revolving Lender hereby agrees that it shall forthwith shall, upon written notice of the unavailability of Revolving Loans and request for participation, purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Borrowers on or after such date and prior to such purchase) from the Issuing Bank Lender such participation in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Revolving Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Revolving Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Issuing BankLender, to the extent not paid to the Issuing Bank Lender by the Borrower Borrowers in accordance with the terms of Section 3.4subsection (d) hereof, interest on the principal amount of participation its unfunded Participation Interest purchased for each day from and including the day upon which such borrowing would purchase should otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the Agent shall give notice to the affected 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.28.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.28.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit related LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 4 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 to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, including as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation Participation Interests in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2)8.2), provided PROVIDED that at the time any purchase of participation Participation Interests pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Issuing BankLender, to the extent not paid to the Issuing Bank Lender by the Borrower in accordance with the terms of Section 3.4subsection (d) above, interest on the principal amount of participation Participation Interests purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of on which the Revolving Loan advanceadvance was required, the Federal Funds Rate, and thereafter at a rate equal to and, if paid thereafter, the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower Borrowers shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a standby Letter of Credit, the Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested by the Borrower Borrowers to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has Borrowers have complied with the procedures of Section 2.1(d)(i) with respect thereto) shall be immediately made to the Borrower Borrowers by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank for application to the respective Letter of Credit Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding with respect to the any Borrower), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Borrowers on or after such date and prior to such purchase) from the Issuing Bank such participation in the outstanding 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 Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided provided, that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower Borrowers in accordance with the terms of Section 3.43.4 hereof, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving 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 Revolving 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 advance borrowing comprised entirely of Base LIBOR Market Index Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a “Mandatory Borrowing”) shall be immediately made (without giving effect to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) pro rata based on the each Revolving Lender’s respective Revolving Credit Commitment Percentages of the Lenders Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) and the proceeds thereof shall be paid directly by the Agent to the applicable Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Revolving Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V 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 Revolving Loan Loans to be made by the time otherwise required hereunderin Section 2.1(b), (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any termination of reduction in the Revolving Committed Amount after any such Letter of Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingmay have been drawn upon. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the Borrower), then each such Revolving Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interests in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective event any Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest fund its Participation Interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing Mandatory Borrowing would otherwise have occurred occurred, then the amount of such Revolving Lender’s unfunded Participation Interest therein shall bear interest payable to but excluding the date of payment for such participationapplicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall ------------------------------ have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the Agent shall give notice to the Revolving 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Revolving Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on the respective Revolving Credit --- ---- Commitment Percentages of the Revolving Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Revolving Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such --------------- borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any Credit Party), then each such Revolving Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Revolving Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Revolving Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided that at -------- in the time any purchase event such payment is not made on the day of participation pursuant to this sentence is actually madedrawing, the purchasing such Revolving Lender shall be required to pay in addition to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, Lender interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, its unfunded Participation Interest at the a rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancedrawing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance borrowing to reimburse a drawing under a Letter of Credit, the Agent shall give notice to the applicable 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 advance borrowing comprised solely of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "Mandatory Borrowing") shall be immediately made to the Borrower by from all applicable Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before without giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on each Lender's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 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 Revolving Loan Loans to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingCommitments. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interest in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay 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 to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance 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 by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan advance borrowing comprised entirely of Alternate Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a “Mandatory LOC Borrowing”) shall be immediately made (without giving effect to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) pro rata based on the each Revolving Lender’s respective Revolving Credit Commitment Percentages of the Lenders Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2) and the 7.2). The proceeds thereof of such LOC Mandatory Borrowing shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Revolving Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each LOC Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing LOC Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V 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 Revolving Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder LOC Mandatory Borrowing, or (vi) any termination of reduction in the Revolving Committed Amount after any such Letter of Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingmay have been drawn upon. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding with respect to under the BorrowerBankruptcy Code), then each such Revolving Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing 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) from the Issuing Bank such participation its Participation Interests in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective event any Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay fund its Participation Interest on the date the LOC Mandatory Borrowing would otherwise have occurred, then the amount of such Revolving Lender’s unfunded Participation Interest therein shall bear interest payable by such Revolving Lender to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower Borrowers shall have requested, or been deemed to have requested, a Revolving Loan advance 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 by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan advance borrowing comprised solely of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "Mandatory Borrowing") shall be immediately made to the Borrower by from all applicable Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before without giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on each Lender's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for of any such request or deemed request for Revolving Loan Loans to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingCommitments. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the Borrowera Credit Party), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Borrowers on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interest in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay 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 to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any Credit Party), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided that at in the time any purchase event such payment is not made on the day of participation pursuant to this sentence is actually madedrawing, the purchasing such Lender shall be required to pay in addition to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, Lender interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, its unfunded Participation Interest at the a rate equal to, if paid within two three (23) Business Days of the date of the Revolving Loan advancedrawing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the Agent shall give notice to the Lenders that a Sweep Plus 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 Sweep Plus Revolving Loan advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.2(b)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Sweep Plus Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Sweep Plus Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any Credit Party), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation Participation Interests in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided that at the time any purchase of participation Participation Interests pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Issuing BankLender, to the extent not paid to the Issuing Bank Issuer by the Borrower in accordance with the terms of Section 3.4subsection (d) above, interest on the principal amount of participation Participation Interests purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Sweep Plus Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been be deemed to have requested, requested a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance borrowing comprised entirely of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "Mandatory Borrowing") shall be immediately made (without giving effect to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) 8) pro rata based on the each Lender's respective Revolving Credit Commitment Percentages of the Lenders Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.28) and in the case of both clauses (i) and (ii) the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V 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 Revolving Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any termination of reduction in the Revolving Committed Amount after any such Letter of Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingmay have been drawn upon. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interests in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay 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 to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advanceany such request, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance 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 by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan advance borrowing comprised solely of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "Mandatory Borrowing") shall be immediately made to the Borrower by from all applicable Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before without giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2 or otherwise) pro rata based on each Lender's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for of any such request or deemed request for Revolving Loan Loans to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingCommitments. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interest in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest fund its Participation Interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.Mandatory

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance 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 by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Revolving Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.23.4 or Section 9.2) pro rata PRO RATA based on the respective Revolving Credit Commitment Percentages of the Revolving Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.23.4 or Section 9.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Revolving Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding NOTWITHSTANDING (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunderhereunder (except in the case of Eurodollar Loans), (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for a Revolving Loan to be made by the time otherwise required hereunderhereunder (except in the case of Eurodollar Loans), (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any Credit Party), then each such Revolving Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Revolving Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Revolving Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided PROVIDED that at in the time any purchase event such payment is not made on the day of participation pursuant to this sentence is actually madedrawing, the purchasing such Revolving Lender shall be required to pay in addition to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, Lender interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, its unfunded Participation Interest at the a rate equal to, if paid within two (2) Business Days of the date such Revolving Lender is required to pay its pro rata share of the Revolving Loan advancesuch drawing in accordance with Section 2.2(d), the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requestedrequested pursuant to Section 2.02(d), a Revolving Loan advance Borrowing to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan Borrowing 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 advance Borrowing comprised solely of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a “Mandatory LOC Borrowing”) shall be immediately made to the Borrower by from all Revolving Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before without giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.28.02 or otherwise) pro rata based on each Lender’s respective Revolving Commitment Percentage and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Revolving Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each such Mandatory LOC Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory LOC Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 4.03 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for of any such request or deemed request for Revolving Loan Loans to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory LOC Borrowing or (vi) any reduction in the Revolving Committed Amount or any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingCommitments. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory LOC Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interest in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay fund its Participation Interest on the day the Mandatory LOC Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall ------------------------------ have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the Administrative Agent shall promptly give notice to the Lenders Banks with Revolving Commitments 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.2(a)(i) with respect thereto) shall be immediately promptly made to the Borrower by all Lenders Banks with Revolving Commitments (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.1) pro rata based on the their respective Revolving Credit Commitment Percentages of the Lenders Commitments --- ---- (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.1) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank for application to the respective Letter of Credit LOC Obligations. Each such Lender Bank with a Revolving Commitment hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately promptly upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum --------------- amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.3 are then satisfied, (iii) whether a an Event of Default or an Unmatured Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any Credit Party), then each such Lender Bank with a Revolving Commitment hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender Bank with a Revolving Commitment to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders Commitments (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.1)), provided that at in the time any purchase -------- event such payment is not made on the day of participation pursuant to this sentence is actually madedrawing, the purchasing Lender such Bank shall be required to pay to the Issuing Bank, to the extent not paid in addition to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, its unfunded Participation Interest at the a rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancedrawing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall ------------------------------ have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance borrowing comprised entirely of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "Mandatory Borrowing") shall be immediately made (without giving effect to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.22.7) pro rata based on the each Lender's respective Revolving Credit Commitment Percentages of the Lenders Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.22.7) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V 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 Revolving Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any termination of reduction in the Revolving Committed Amount after any such Letter of Credit Commitments relating thereto immediately prior 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 Revolving Loans otherwise provided in Section 2.1(b)(ii), the Borrower shall pay to or contemporaneously with such borrowingthe Agent for its own account an administrative fee of $500. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interests in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay fund its Participation Interest on the day the Mandatory Borrowing woul otherwise have occurred, then the amount of such Lender's unfunded Participation Interest therein shall bear interest payable to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the any Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the Agent shall give notice to the Lenders that a Revolving Loan has been requested or deemed requested by the such Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan advance comprised of Base Rate Loans or LMIR Loans (or Eurodollar Loans to the extent the such Borrower has complied with the procedures of Section 2.1(d)(i) with respect thereto) shall be immediately made to the such Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank for application to the respective Letter of Credit Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding with respect to the any Borrower), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Borrowers on or after such date and prior to such purchase) from the Issuing Bank such participation in the outstanding 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 Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Issuing Bank, to the extent not paid to the Issuing Bank by the applicable Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance 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 by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan advance borrowing comprised entirely of Alternate Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "MANDATORY BORROWING") shall be immediately made (without giving effect to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) pro rata PRO RATA based on the each Revolving Lender's respective Revolving Credit Commitment Percentages of the Lenders Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Revolving Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan immediately Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence notwithstanding and on the same such date NOTWITHSTANDING (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V 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 Revolving Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any termination reduction in the Aggregate Revolving Committed Amount after any such Letter of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingmay have been drawn upon. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding with respect to under the BorrowerBankruptcy Code), then each such Revolving Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its 39 Participation Interests in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; PROVIDED, FURTHER, that in such Letter of Credit Obligations ratably (based upon the respective event any Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Revolving Lender's unfunded Participation Interest therein shall bear interest payable by such Revolving Lender to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance comprised solely of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a “Mandatory Borrowing”) shall be immediately made to the Borrower by from all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before without giving effect to any termination of the Revolving Credit Loan Commitments pursuant to Section 11.29.1) 30 pro rata based on each Lender’s respective Commitment Percentage and the proceeds thereof shall be paid directly by to the Agent to the Issuing Bank for application to the respective Letter of Credit Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan immediately Loans upon any such request or deemed request on account of each such Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V are then satisfied, (iii) whether a Default or an Event of Default then exists, (iviii) failure for of any such request or deemed request for Revolving Loan Loans to be made by the time otherwise required hereunder, (viv) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (viv) any reduction in or any termination of the Revolving Credit Commitments relating thereto immediately prior to Loan Commitments. Such funding of Revolving Loans shall be made on the day notice of such Mandatory Borrowing is received by each Lender from the Agent if such notice is received at or contemporaneously with before 3:00 p.m. (New York, New York time), otherwise such borrowingpayment shall be made at or before 1:00 p.m. (New York, New York time) on the Business Day next succeeding the day such notice is received. In the event that any Revolving Loan 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 or insolvency case or proceeding law with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Commitment Percentage in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest fund its Commitment Percentage on the principal amount of participation purchased for each day from and including the day upon which such borrowing Mandatory Borrowing would otherwise have occurred occurred, then the amount of such Lender’s unfunded Commitment Percentage therein shall bear interest payable to but excluding the date of payment for such participationapplicable L/C Issuer upon demand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate. No such Extension of Credit shall relieve or otherwise impair the obligation of the Borrower to reimburse an L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. Until each Lender funds its Revolving Loan pursuant to this Section 2.9(g) to reimburse an L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Commitment Percentage of such amount shall be solely for the account of such L/C Issuer.

Repayment with Revolving Loans. On any day on which the Borrower ------------------------------ shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based --- ---- on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the --------------- minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation Participation Interests in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided that at -------- the time any purchase of participation Participation Interests pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Issuing BankLender, to the extent not paid to the Issuing Bank Issuer by the Borrower in accordance with the terms of Section 3.4subsection (d) above, interest on the principal amount of participation Participation Interests purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate. In the event that the Borrower pays any such interest on its reimbursement obligations to the Issuing Lender following the payment by a Lender of interest on the principal amount of the Participation Interest purchased by such Lender in accordance with the foregoing, then the Issuing Lender shall rebate to such Lender its pro rata share of the interest so paid by the Borrower.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance 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 by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan advance borrowing comprised solely of Base Rate Loans in Dollars (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "Mandatory Borrowing") shall be immediately made to the Borrower by from all applicable Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before without giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on each Lender's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 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 Revolving Loan Loans to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingCommitments. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interest in the outstanding 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 Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2)), LOC Obligations; provided that at in the time event any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay 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 to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within during the period to but excluding the date two (2) Business Days of the date of the Revolving Loan advanceafter such date, the Federal Funds Rate, and thereafter at a rate equal to and, thereafter, the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been be deemed to have requested, requested a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance borrowing comprised entirely of Base Prime Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "Mandatory Borrowing") shall be immediately made (without giving effect to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.210) pro rata based on the each Lender's respective Revolving Credit Commitment Percentages of the Lenders Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.210) and in the case of both clauses (i) and (ii) the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunderin Section 3.1(b), (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any termination of reduction in the Revolving Committed Amount after any such Letter of Credit Commitments relating thereto immediately prior 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 Revolving Loans otherwise provided in Section 3.1(b)(ii), the Borrower shall pay to or contemporaneously with such borrowingthe Agent for its own account an administrative fee of $500. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interests in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay 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 to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advanceany such request, the Federal Funds Rate, and thereafter at a rate equal to the Base Prime Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall ------------------------------ have requested, or been deemed to have 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.2(a)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with --------------- the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any Credit Party), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided that at in the time any purchase event such payment is not made on the day of participation pursuant to this sentence is actually madedrawing, the purchasing such Lender shall be required to pay in addition to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, Lender interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, its unfunded Participation Interest at the a rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancedrawing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have 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 advance borrowing shall be immediately made comprised entirely of Alternate Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2each such borrowing, a “Mandatory LOC Borrowing”) pro rata based on the each Lender’s respective Revolving Credit Commitment Percentages of the Lenders Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each Mandatory LOC Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding that (i) the amount of such borrowing Mandatory LOC Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 3.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory LOC Borrowing, or (vi) any termination reduction in the Committed Amount after any such Letter of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingmay have been drawn upon. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory LOC Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interests in the outstanding Letter LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory LOC Borrowing would otherwise have occurred, then the amount of Credit Obligations as such Lender’s unfunded Participation Interest therein shall be necessary to cause each bear interest payable by such Lender to share in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender 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 terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have 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 advance borrowing comprised entirely of Alternate Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a “Mandatory Borrowing”) shall be immediately made (without giving effect to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2Article VII) pro rata based on the each Lender’s respective Revolving Credit Commitment Percentages of the Lenders Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2Article VII) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 4.01 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunderin Section 2.01(b), (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any termination 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 Revolving Credit Commitments relating thereto immediately prior Loans otherwise provided in Section 2.01(b)(ii), the Borrower shall pay to or contemporaneously with such borrowingthe Administrative Agent for its own account an administrative fee of $500. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding with respect to under the BorrowerBankruptcy Code), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interests in the outstanding Letter 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 Credit Obligations as such Lender’s unfunded Participation Interest therein shall be necessary to cause each bear interest payable by such Lender to share in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender 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 terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, (i) a Revolving Swingline Loan advance borrowing to reimburse a drawing under a Letter of Credit, the Swingline Lender shall make the Swingline Loan advance pursuant to the terms of the request or deemed request in accordance with the provisions for Swingline Loan advances hereunder, or (ii) 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 advance borrowing comprised entirely of Alternate Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "Mandatory Borrowing") shall be immediately made (without giving effect to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) pro rata based on the each Lender's respective Revolving Credit Commitment Percentages of the Lenders Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) and in the case of both clauses (i) and (ii) the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date (or next Business Day pursuant to subsection (d) hereof) notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V 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 Revolving Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any termination of reduction in the Revolving Committed Amount after any such Letter of Credit Commitments relating thereto immediately prior 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 Revolving Loans otherwise provided in Section 2.1(b)(ii), the Borrower shall pay to or contemporaneously with such borrowingthe Administrative Agent for its own account an administrative fee of $500. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interests in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay 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 to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance comprised solely of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "Mandatory Borrowing") shall be immediately made to the Borrower by from all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before without giving effect to any termination of the Revolving Credit Loan Commitments pursuant to Section 11.29.1) prorata based on each Lender's respective Commitment Percentage and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank for application to the respective Letter of Credit Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan immediately Loans upon any such request or deemed request on account of each such Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V 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 Revolving Loan Loans to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any reduction in or any termination of the Revolving Credit Commitments relating thereto immediately prior to Loan Commitments. Such funding of Revolving Loans shall be made on the day notice of such Mandatory Borrowing is received by each Lender from the Agent if such notice is received at or contemporaneously with before 2:00 p.m., otherwise such borrowingpayment 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 Revolving Loan 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 or insolvency case or proceeding law with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Commitment Percentage in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay to fund its Commitment Percentage on the Issuing Bankday the Mandatory Borrowing would otherwise have occurred, to then the extent not paid amount of such Lender's unfunded Commitment Percentage therein shall bear interest payable to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance borrowing to reimburse a drawing under a Letter of Credit, the 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 advance borrowing comprised solely of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "Mandatory Borrowing") shall be immediately made to the Borrower by from all Lenders (notwithstanding without giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.1) pro rata based on the each Lender's respective Revolving Credit Commitment Percentages of the Lenders Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.1) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any termination of reduction in the Revolving Committed Amount after any such Letter of Credit Commitments relating thereto immediately prior 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 Revolving Loans otherwise provided in Section 2.1(b)(ii), the Borrower shall pay to or contemporaneously with such borrowingthe Agent for its own account an administrative fee of $500. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interests in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay 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 to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect thereto) borrowing shall be immediately made to comprised entirely of Revolving Loans in Dollars and bearing interest at the Borrower by all Lenders Alternate Base Rate, (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2each such borrowing, a "Mandatory LOC Borrowing") pro rata based on the each Lender's respective Revolving Credit Commitment Percentages of the Lenders Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each Mandatory LOC Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding that (i) the amount of such borrowing Mandatory LOC Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 3.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory LOC Borrowing, or (vi) any termination reduction in the Committed Amount after any such Letter of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingmay have been drawn upon. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory LOC Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interests in the outstanding Letter LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory LOC Borrowing would otherwise have occurred, then the amount of Credit Obligations as such Lender's unfunded Participation Interest therein shall be necessary to cause each bear interest payable by such Lender to share in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender 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 terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for of any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding with respect to the BorrowerBorrower or any guarantor), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation Participation Interests in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29)), provided that at in the time any purchase event such payment is not made on the day of participation pursuant to this sentence is actually madedrawing, the purchasing such Lender shall be required to pay in addition to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, Lender interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, its unfunded Participation Interest at the a rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancedrawing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have 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 advance Borrowing comprised entirely of Base Rate ABR Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "MANDATORY BORROWING") shall be immediately made (without giving effect to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.27.01) pro rata RATA based on the each Lender's respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.27.01) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence notwithstanding and on the same such date NOTWITHSTANDING (iI) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (iiII) whether any conditions specified in Article V Section 4.02 are then satisfied, (iiiIII) whether a Default or an Event of Default then exists, (ivIV) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunderin Section 2.03, (vV) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (viVI) any termination reduction in the aggregate amount of the Revolving Commitments after any such Letter of Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingmay have been drawn upon. In the event that any Revolving Loan 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 bankruptcy proceeding under any Federal, state or insolvency case foreign bankruptcy, insolvency, receivership or proceeding similar law with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interests in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; PROVIDED, FURTHER, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay 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 to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which ------------------------------ the Borrower shall have requested, or been deemed to have requested, (i) a Revolving Swingline Loan advance borrowing to reimburse a drawing under a Letter of Credit, the Swingline Lender shall make the Swingline Loan advance pursuant to the terms of the request or deemed request in accordance with the provisions for Swingline Loan advances hereunder, or (ii) 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 advance borrowing comprised entirely of Alternate Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "Mandatory Borrowing") shall be immediately made ------------------- (without giving effect to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) pro rata based on the each Lender's respective --- ---- Revolving Credit Commitment Percentages of the Lenders Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) and in the case of both clauses (i) and (ii) the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory --------------- Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V 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 Revolving Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any termination of reduction in the Revolving Committed Amount after any such Letter of Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingmay have been drawn upon. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interests in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to -------- ------- event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay 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 to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower ------------------------------ shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based --- ---- on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding --------------- (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any Credit Party), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation Participation Interests in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided that at the time any purchase of participation Participation Interests pursuant -------- to this sentence is actually made, the purchasing Lender shall be required to pay to the Issuing BankLender, to the extent not paid to the Issuing Bank Lender by the Borrower in accordance with the terms of Section 3.4subsection (d) above, interest on the principal amount of participation Participation Interests purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance 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 by the Borrower to be made in connection with a drawing under a Letter such drawing, and each Revolving Lender shall make its Revolving Commitment Percentage (determined before giving effect to any termination of Credit, in which case a the Commitments pursuant to Article 7) of such Revolving Loan advance comprised of as a Base Rate Loans Loan (or Eurodollar Loans Rate Loan, to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) 2.2 with respect thereto) shall be immediately made to the Borrower Administrative Agent in the manner and by all Lenders such time and date as specified in Section 2.2 (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2Article 7) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank for application to the respective Letter of Credit applicable LOC Obligations. Each such Revolving Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan immediately promptly upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) that the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V 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 hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the Borrowerany Credit Party), then each such Revolving Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation a Participation Interest in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Revolving Lender to share in such Letter of Credit LOC Obligations ratably (based upon the its respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2Article 7)), ; provided that at in the time any event such purchase is not made on the day of participation pursuant to this sentence is actually madesuch drawing, the purchasing such Revolving Lender shall be required to pay to the Issuing Bank, to the extent not paid in addition to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, its unfunded Participation Interest at the a rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch drawing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall ------------------------------ have requested, or been deemed to have 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on the respective Revolving Credit Commitment --- ---- Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with --------------- the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any Credit Party), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided that at in the time any purchase event such payment is not made on the day -------- of participation pursuant to this sentence is actually madedrawing, the purchasing such Lender shall be required to pay in addition to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, Lender interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, its unfunded Participation Interest at the a rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancedrawing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance borrowing to reimburse a drawing under a Letter of CreditCredit (as set forth in subsection (d) above), the Administrative Agent shall give notice to the applicable 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 advance borrowing comprised solely of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a "Mandatory Borrowing") shall be immediately made to the Borrower by from all applicable Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before without giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2 or otherwise) pro rata based on each Lender's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for of any such request or deemed request for Revolving Loan Loans to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowingCommitments. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interest in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay 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 to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day Lender upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationdemand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the any Borrower ------------------------------ shall have requested, or been deemed to have 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 such Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the such Borrower has complied with the procedures of Section 2.1(d)(i2.1(b)(i) with respect thereto) shall be immediately made to the such Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders --- ---- (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply --------------- with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to any one of the BorrowerBorrowers or any Credit Party), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower Borrowers on or after such date and prior to such purchase) from the Issuing Bank Lender such participation Participation Interests in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided that at -------- the time any purchase of participation Participation Interests pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Issuing BankLender, to the extent not paid to the Issuing Bank Issuer by the Borrower Borrowers in accordance with the terms of Section 3.4subsection (d) above, interest on the principal amount of participation Participation Interests purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse make a payment as a result of a drawing under a Letter of Credit, the 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages Pro Rata Shares of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank for application to the respective Letter of Credit Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage Pro Rata Share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation in the outstanding 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 Revolving Credit Commitment Percentages Pro Rata Shares of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender 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 terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Prime Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance comprised solely of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a “Mandatory Borrowing”) shall be immediately made to the Borrower by from all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before without giving effect to any termination of the Revolving Credit Loan Commitments pursuant to Section 11.29.1) pro rata based on each Lender’s respective Commitment Percentage and the proceeds thereof shall be paid directly by to the Agent to the Issuing Bank for application to the respective Letter of Credit Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan immediately Loans upon any such request or deemed request on account of each such Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V are then satisfied, (iii) whether a Default or an Event of Default then exists, (iviii) failure for of any such request or deemed request for Revolving Loan Loans to be made by the time otherwise required hereunder, (viv) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (viv) any reduction in or any termination of the Revolving Credit Commitments relating thereto immediately prior Loan Commitments; provided that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.9(h) is subject to the conditions set forth in Section 5.2 (other than delivery of a Notice of Borrowing). Such funding of Revolving Loans shall be made on the day notice of such Mandatory Borrowing is received by each Lender from the Agent if such notice is received at or contemporaneously with before 2:00 p.m. (Charlotte, North Carolina time), otherwise such borrowingpayment 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 Revolving Loan 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 or insolvency case or proceeding law with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Commitment Percentage in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to event any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest fund its Commitment Percentage on the principal amount of participation purchased for each day from and including the day upon which such borrowing Mandatory Borrowing would otherwise have occurred occurred, then the amount of such Lender’s unfunded Commitment Percentage therein shall bear interest payable to but excluding the date of payment for such participationapplicable L/C Issuer upon demand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate. No such Extension of Credit shall relieve or otherwise impair the obligation of the Borrower to reimburse an L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. Until each Lender funds its Revolving Loan pursuant to this Section 2.9(g) to reimburse an L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Commitment Percentage of such amount shall be solely for the account of such L/C Issuer.

Repayment with Revolving Loans. On any day on which the ------------------------------ Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance 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 by the Borrower to be made in connection with a drawing under a Letter such drawing, and each Revolving Lender shall make its Revolving Commitment Percentage (determined before giving effect to any termination of Credit, in which case a the Commitments pursuant to Article 7) of such Revolving Loan advance comprised of as a Base Rate Loans Loan (or Eurodollar Loans Loan, to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) 2.2 with respect thereto) shall be immediately made to the Borrower Administrative Agent in the manner and by all Lenders such time and date as specified in Section 2.2 (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2Article 7) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank for application to the respective Letter of Credit applicable LOC Obligations. Each such Revolving Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan immediately promptly upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) that the amount of such --------------- borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V 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 hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the Borrowerany Credit Party), then each such Revolving Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation a Participation Interest in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Revolving Lender to share in such Letter of Credit LOC Obligations ratably (based upon the its respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2Article 7)), ; provided that at in the time any event such purchase is -------- not made on the day of participation pursuant to this sentence is actually madesuch drawing, the purchasing such Revolving Lender shall be required to pay to the Issuing Bank, to the extent not paid in addition to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, its unfunded Participation Interest at the a rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch drawing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata PRO RATA based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding NOTWITHSTANDING (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.3 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any Credit Party), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation Participation Interests in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided PROVIDED that at the time any purchase of participation Participation Interests pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the Issuing BankLender, to the extent not paid to the Issuing Bank Issuer by the Borrower in accordance with the terms of Section 3.4subsection (d) above, interest on the principal amount of participation Participation Interests purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the Agent shall give notice to the Revolving 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.1(b)(i) with respect thereto) shall be immediately made to the Borrower by all Revolving Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata based on the respective Revolving Credit Commitment Percentages of the Revolving Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Revolving Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage pro rata share of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the BorrowerBorrower or any other Credit Party), then each such Revolving Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation Participation Interests in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Revolving Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Revolving Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided that at the time any purchase of participation Participation Interests pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay to the Issuing BankLender, to the extent not paid to the Issuing Bank Issuer by the Borrower in accordance with the terms of Section 3.4subsection (d) above, interest on the principal amount of participation Participation Interests purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participationParticipation Interests, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have 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 advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i2.2(a)(i) with respect thereto) shall be immediately promptly made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) pro rata prorata based on the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2) and the proceeds thereof shall be paid directly by the Agent to the Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan immediately promptly upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the Borrowerany Credit Party), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank Lender such participation in the outstanding Letter of Credit LOC Obligations as shall be necessary to cause each such Lender to share in such Letter of Credit LOC Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.29.2)), provided that at in the time any purchase event such payment is not made on the day of participation pursuant to this sentence is actually madedrawing, the purchasing such Lender shall be required to pay in addition to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, Lender interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation, its unfunded Participation Interest at the a rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancedrawing, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate.

Repayment with Revolving 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 Revolving 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 advance borrowing comprised entirely of Alternate Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with respect theretoeach such borrowing, a “Mandatory Borrowing”) shall be immediately made (without giving effect to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) pro rata prorata based on the each Revolving Lender’s respective Revolving Credit Commitment Percentages of the Lenders Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.27.2) and in the case of both clauses (i) and (ii) the proceeds thereof shall be paid directly by the Agent to the applicable Issuing Bank Lender for application to the respective Letter of Credit LOC Obligations. Each such Revolving Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loan Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount, amount and in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such borrowing Mandatory Borrowing may not comply with the minimum amount for advances borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Article V 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 Revolving Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) whether the date of such borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder Mandatory Borrowing, or (vi) any termination of reduction in the Revolving Committed Amount after any such Letter of Credit Commitments relating thereto immediately prior 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 Revolving Loans otherwise provided in Section 2.1(b)(ii), the Borrower shall pay to or contemporaneously with such borrowingthe Administrative Agent for its own account an administrative fee of $500. In the event that any Revolving Loan 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 bankruptcy or insolvency case or proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase fund (as of the date such borrowing the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation its Participation Interests in the outstanding Letter of Credit Obligations as shall be necessary to cause each such Lender to share LOC Obligations; provided, further, that in such Letter of Credit Obligations ratably (based upon the respective event any Revolving Credit Commitment Percentages of the Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2)), provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing Lender shall be required fail to pay to the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest fund its Participation Interest on the principal amount of participation purchased for each day from and including the day upon which such borrowing Mandatory Borrowing would otherwise have occurred occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable to but excluding the date of payment for such participationapplicable Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advancesuch date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.