Common use of Repayment with Revolving Loans Clause in Contracts

Repayment with Revolving Loans. On any day on which the Borrowers shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above), the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan comprised solely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrower), then each Lender hereby agrees that it shall forthwith fund (as of the date such Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to 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 Lender upon demand, at a rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)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 comprised solely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made from to the Borrower by all applicable Lenders (without giving effect to notwithstanding any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s the respective Revolving Loan Commitment Percentage Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 9.2) and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any reduction in the Revolving Committed Amount or any termination of the CommitmentsCommitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any Credit Party), then each such Lender hereby agrees that it shall forthwith fund purchase (as of the date such Mandatory Borrowing borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest from the Issuing Lender such participation in the outstanding LOC Obligations; providedObligations as shall be necessary to cause each such Lender to share in such LOC Obligations ratably (based upon the respective Commitment Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 9.2)), further, provided that in the event any Lender shall fail to fund its Participation Interest such payment is not made on the day of drawing, such Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein Lender shall bear interest payable pay in addition to the Issuing Lender upon demand, interest on the amount of its unfunded Participation Interest at a rate per annum equal to, if paid within two (2) Business Days of such datethe date of drawing, 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.29.2 or otherwise) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower shall have requested, or been deemed to have requested, requested a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely entirely of Base LIBOR Market Index Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.27.2) pro rata based on each Lender’s respective Revolving Loan Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or after any termination such Letter of the CommitmentsCredit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a the Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest Interests in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable to the applicable Issuing Lender upon demand, at a the rate per annum equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate per annum equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans in Dollars (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 5 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, provided that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) the failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount Loan Commitment or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the U.S. Bankruptcy Code with respect to a Borrowerthe Borrowers or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two (2) Business Days of such 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing advance to reimburse a drawing under a Letter of Credit (as set forth in pursuant to 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 comprised solely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made from to the Borrower by all applicable such Lenders (without notwithstanding any termination of the Commitments pursuant to Section 10.2) pro rata based on their respective Revolving Commitment Percentages (determined before giving effect to any termination of the Commitments pursuant to Section 9.210.2) pro rata based on each Lender’s respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of for any such request or deemed request for such Revolving Loans Loan to be made by the time otherwise required hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any reduction in the Revolving Committed Amount or any termination of the CommitmentsCommitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrower)above, then each Lender hereby agrees that it shall forthwith fund purchase (as of the date such Mandatory Borrowing borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest from the Issuing Lender such participation in the outstanding LOC ObligationsObligations related to the applicable Letter of Credit as shall be necessary to cause each Lender to share in such LOC Obligations ratably (based upon their respective Revolving Commitment Percentages (determined before giving effect to any termination of the Commitments pursuant to Section 10.2)); provided, further, provided that in the event such payment is not made by any Lender shall fail to fund its Participation Interest on the day of drawing, such Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein Lender shall bear interest payable pay to the Issuing Lender upon demand, interest on the amount of its unfunded Participation Interest at a rate per annum equal to, if paid within two (2) Business Days of such datethe date of drawing, the Federal Funds Rate, and thereafter at a rate per annum equal to the Base Prime Rate.

Repayment with Revolving Loans. On any day on which the Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan Borrowing comprised solely entirely of Base Rate ABR Loans (each such borrowing, a “Mandatory Borrowing”"MANDATORY BORROWING") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.27.01) pro rata PRO RATA based on each Lender’s 's respective Revolving Loan Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.01) and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding NOTWITHSTANDING (iI) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (iiII) whether any conditions specified in Section 5.2 4.02 are then satisfied, (iiiIII) whether a Default or Event of Default then exists, (ivIV) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunderin Section 2.03, (vV) the date of such Mandatory Borrowing, or (viVI) any reduction in the aggregate amount of Revolving Committed Amount or Commitments after any termination such Letter of the CommitmentsCredit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code any Federal, state or foreign bankruptcy, insolvency, receivership or similar law with respect to a the Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest Interests in the outstanding LOC Obligations; providedPROVIDED, furtherFURTHER, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate per annum equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing Borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)an LC Disbursement, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan Borrowing has been requested or deemed requested in connection with a drawing under a Letter of Creditan LC Disbursement, in which case a Revolving Loan Borrowing comprised solely entirely of Base Rate ABR Loans (each such borrowingBorrowing, a “Mandatory Borrowing”) shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2hereunder) pro rata ratably by the Lenders based on each Lender’s respective Revolving Loan Commitment Applicable Percentage of the total Commitments (determined before giving effect to any termination of the Commitments hereunder) and the proceeds thereof shall be paid directly to the Administrative Agent, for the benefit of the applicable Issuing Lender Bank, for application to the respective LOC Obligationsapplicable LC Disbursement. Each such Lender hereby irrevocably agrees to make such its Revolving Loans Loan immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such the Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans ABR Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 4.02 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans an ABR Borrowing to be made by the time otherwise required hereunder, (v) the date of such the Mandatory Borrowing, Borrowing or (vi) any reduction in the Revolving Committed Amount or total Commitments after any termination such Letter of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrower), then each Lender hereby agrees that it shall forthwith fund (as of the date such Mandatory Borrowing would otherwise Credit may have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to 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 Lender upon demand, at a rate per annum equal to, if paid within two Business Days of such date, the Federal Funds Rate, and thereafter at a rate per annum equal to the Base Ratebeen drawn upon.

Repayment with Revolving Loans. On any day on which the Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing advance to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)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 (subject to clause (iii) of the initial proviso to Section 2.1(a)) a Revolving Loan advance comprised solely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(b) (i) with respect thereto) shall be immediately made from to the Borrower by all applicable affected Lenders (without giving effect to notwithstanding any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s the respective Revolving Loan Commitment Percentage Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 9.2) and the proceeds thereof shall be paid directly to the Administrative Agent for the account of the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees (subject to clause (iii) of the initial proviso to Section 2.1(a)) to make its pro rata share of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any reduction in the Revolving Committed Amount or any termination of the CommitmentsCommitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund purchase (as of the date such Mandatory Borrowing borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its from the Issuing Lender such Participation Interest Interests in the outstanding LOC Obligations; providedObligations as shall be necessary to cause each such Lender to share in such LOC Obligations ratably (based upon the respective Revolving Commitment Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 9.2)), furtherprovided that at the time any purchase of Participation Interests pursuant to this sentence is actually made, that in the event any purchasing Lender shall fail be required to fund its Participation Interest on pay to the day such Mandatory Borrowing would otherwise have occurredIssuing Lender, then to the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable extent not paid to the Issuing Lender by the Borrower in accordance with the terms of subsection (d) above, interest on the principal amount of Participation Interests purchased for each day from and including the day upon demandwhich such borrowing would otherwise have occurred to but excluding the date of payment for such Participation Interests, at a the rate per annum equal to, if paid within two (2) Business Days of such datethe date of the Revolving Loan advance, 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 Borrowers Canadian Borrower shall have requested, or been deemed to have requested, a Canadian Revolving Loan borrowing to reimburse a drawing under a Canadian Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Canadian Lenders that a Canadian Revolving Loan has been requested or deemed requested in connection with a drawing under a Canadian Letter of Credit, in which case a Canadian Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Canadian Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Canadian Lender’s 's respective Canadian Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Canadian Lender hereby irrevocably agrees to make such Canadian Revolving Loans immediately upon any such request or deemed request on account of each 41 47 such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Canadian Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Canadian Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Canadian Revolving Committed Amount Loan Commitment or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Canadian Borrower or any other member of the Consolidated Shorewood Group), then each such Canadian Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Canadian Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding Canadian LOC Obligations; provided, further, that in the event any Canadian Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Canadian Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely entirely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.28.2) pro rata based on each Lender’s respective Revolving Loan Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 8.2) and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount or after any termination such Letter of the CommitmentsCredit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the United States Bankruptcy Code with respect to a BorrowerCode), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest Interests in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two (2) Business Days of such 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse reimburse -33- 37 a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 5 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, provided further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower ------------------------------ shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory --------- Borrowing”") shall be immediately made from all applicable Lenders (without --------- giving effect to any termination of the Commitments pursuant to Section 9.28.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment --- ---- Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing --------------- may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 4 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a the Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any -------- ------- Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely entirely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.27) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7) and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or after any termination such Letter of Credit may have been drawn upon; provided, however, that in the Commitmentsevent 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 the Administrative Agent for its own account an administrative fee of $500. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a the Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest Interests in the outstanding LOC Obligationsunreimbursed drawings under Letters of Credit; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest from such day payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate per annum equal to the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.29.2 or otherwise) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, hereunder or (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the CommitmentsAmount. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above above, whether because the Commitments have terminated or for any other reason (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a the Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such Mandatory Borrowing would otherwise have occurredit is required to do so, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the applicable Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above), the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing advance to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)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 comprised solely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”or LIBOR Loans to the extent the Borrower has complied with the procedures of Section 2.1(b)(i) with respect thereto) shall be immediately (but in no case prior to notice as set forth in clause (d) above) made from to the Borrower by all applicable Lenders (without giving effect to notwithstanding any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s the respective Revolving Loan Commitment Percentage Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 9.2) and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any reduction in the Revolving Committed Amount or any termination of the CommitmentsCommitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund purchase (as of the date such Mandatory Borrowing borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its from the Issuing Lender such Participation Interest Interests in the outstanding LOC Obligations; providedObligations as shall be necessary to cause each such Lender to share in such LOC Obligations ratably (based upon the respective Revolving Commitment Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 9.2)), furtherprovided that at the time any purchase of Participation Interests pursuant to this sentence is actually made, that in the event any purchasing Lender shall fail be required to fund its Participation Interest on pay to the day such Mandatory Borrowing would otherwise have occurredAgent for the account of the Issuing Lender, then to the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable extent not paid to the Issuing Lender by the Borrower in accordance with the terms of subsection (d) above, interest on the principal amount of Participation Interests purchased for each day from and including the day upon demandwhich such borrowing would otherwise have occurred to but excluding the date of payment for such Participation Interests, at a the rate per annum equal to, if paid within two (2) Business Days of such datethe date of the Revolving Loan advance, 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 Borrowers Canadian Borrower shall have requested, or been deemed to have requested, a Canadian Revolving Loan borrowing to reimburse a drawing under a Canadian Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Canadian Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Canadian Letter of Credit, in which case a Canadian Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Canadian Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Canadian Lender’s 's respective Canadian Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Canadian Lender hereby irrevocably agrees to make such Canadian Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Canadian Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Canadian Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Canadian Borrower or any other member of the Consolidated Shorewood Group), then each such Canadian Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Canadian Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding Canadian LOC Obligations; provided, further, that in the event any Canadian Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Canadian Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.29.2 or otherwise) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to 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 Lender upon demand, at a rate per annum equal to, if paid within two Business Days of such date, the Federal Funds Rate, and thereafter at a rate per annum equal to the Base Rate.Mandatory

Repayment with Revolving Loans. On any day on which the Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Revolving Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely entirely of Alternate Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.27.2) pro rata based on each Revolving Lender’s respective Revolving Loan Commitment Percentage and (determined before giving effect to any termination of the Commitments pursuant to Section 7.2). The proceeds thereof of such LOC Mandatory Borrowing shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Revolving Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such LOC Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such LOC Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) the date of such LOC Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or after any termination such Letter of the CommitmentsCredit may have been drawn upon. In the event that any LOC Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a BorrowerCode), then each such Revolving Lender hereby agrees that it shall forthwith fund (as of the date such the LOC Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest Interests in the outstanding LOC Obligations; provided, further, that in the event any Revolving Lender shall fail to fund its Participation Interest on the day such 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 Lender upon demand, at a the rate per annum equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate per annum equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrowers shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above), the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan comprised solely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such DB1/ 97661265.5 Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrower), then each Revolving Loan Lender hereby agrees that it shall forthwith fund (as of the date such Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Revolving Loan Lender shall fail to 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 Lender upon demand, at a rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower shall have requested, or been deemed to have requested, requested a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing shall be immediately made comprised solely entirely of Revolving Loans in Dollars and bearing interest at the Alternate Base Rate Loans Rate, (each such borrowing, a “"Mandatory LOC Borrowing”") shall be immediately made from all applicable Lenders pro rata based on each Lender's respective Commitment Percentage (without determined before giving effect to any termination of the Commitments pursuant to Section 9.27.2) pro rata based on each Lender’s respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory LOC Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding that (i) the amount of such Mandatory LOC Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 3.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) the date of such Mandatory LOC Borrowing, or (vi) any reduction in the Revolving Committed Amount or after any termination such Letter of the CommitmentsCredit may have been drawn upon. In the event that any Mandatory LOC Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a the Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory LOC Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest Interests in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory LOC Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable by such Lender to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate per annum equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing advance to reimburse make a payment as a result of a drawing under a Letter of Credit (as set forth in clause (d) above)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 comprised solely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) advance shall be immediately made from to the Borrower by all applicable Lenders (without notwithstanding any termination of the Commitments pursuant to Section 11.2) ------------ pro rata based on the respective Pro Rata Shares of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 9.2------- 11.2) 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 Lender Bank for application to the respective LOC Letter of Credit Obligations. Each such Lender hereby irrevocably agrees to make its Pro Rata Share of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 Article V are then --------- satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any reduction in the Revolving Committed Amount or any termination of the CommitmentsCommitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency proceeding under the Bankruptcy Code with respect to a the Borrower), then each such Lender hereby agrees that it shall forthwith fund purchase (as of the date such Mandatory Borrowing borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest from the Issuing Bank such participation in the outstanding LOC Obligations; providedLetter 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 Pro Rata Shares of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 11.2)), furtherprovided that at the time any purchase of participation ------------ -------- pursuant to this sentence is actually made, that in the event any purchasing Lender shall fail be required to fund its Participation Interest pay to the Issuing Bank, to the extent not paid to the Issuing Bank by 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 Mandatory Borrowing borrowing would otherwise have occurred, then occurred to but excluding the amount date of payment for such Lender’s unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demandparticipation, at a the rate per annum equal to, if paid within two (2) Business Days of such datethe date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate per annum equal to the Base Prime Rate.

Repayment with Revolving Loans. On any day on which the Borrowers Borrower shall have requested, or been be deemed to have requested, requested a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely entirely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) 8) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 8) and in the case of both clauses (i) and (ii) the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or after any termination such Letter of the CommitmentsCredit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a the Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest Interests in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two (2) Business Days of any such daterequest, 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 Borrowers shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above), the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Prime Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a BorrowerCredit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such date, the Federal Funds Rate, and thereafter at a rate per annum equal to the Base Prime Rate.

Repayment with Revolving Loans. On any day on which the Borrowers Borrower shall have requested, or been deemed to have requested, requested a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing shall be immediately made comprised solely entirely of Revolving Loans in Dollars and bearing interest at the U.S. Base Rate Loans (each such borrowing, a “"Mandatory LOC Borrowing”") shall be immediately made from all applicable Lenders pro rata based on each Lender's respective Commitment Percentage (without determined before giving effect to any termination of the Commitments pursuant to Section 9.27.2) pro rata based on each Lender’s respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory LOC Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding that (i) the amount of such Mandatory LOC Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) the date of such Mandatory LOC Borrowing, or (vi) any reduction in the Revolving Committed Amount or after any termination such Letter of the CommitmentsCredit may have been drawn upon. In the event that any Mandatory LOC Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a the Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory LOC Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest Interests in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory LOC Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable by such Lender to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate per annum equal to the U.S. Base Rate.

Repayment with Revolving Loans. On any day on which the Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”"MANDATORY BORROWING") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata PRO RATA based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding NOTWITHSTANDING (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 5 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; providedPROVIDED, furtherFURTHER, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 5 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower shall have requested, or been deemed to have requestedrequested pursuant to Section 2.02(d), a Revolving Loan borrowing Borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan Borrowing has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan Borrowing comprised solely of Base Rate Loans (each such borrowing, a “Mandatory LOC Borrowing”) shall be immediately made from all applicable Revolving Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.28.02 or otherwise) pro rata based on each Lender’s respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Revolving Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory LOC Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory LOC Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 4.03 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, LOC Borrowing or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory LOC Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory LOC Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, provided further, that in the event any Lender shall fail to fund its Participation Interest on the day such 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 Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above), the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”"MANDATORY BORROWING") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.29.2 or otherwise) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; providedPROVIDED, furtherFURTHER, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause subsection (d) above), the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.29.2 or otherwise) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 5 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the applicable Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower ------------------------------ shall have requested, or been deemed to have requested, a Revolving Loan borrowing advance to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable 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 solely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.2(a)(i) with respect thereto) shall be immediately made from to the Borrower by all applicable Revolving Lenders (without notwithstanding any termination of the Commitments pursuant to Section 10.2) pro rata based on the respective Revolving -------- Commitment Percentages of the Revolving Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 9.210.2) pro rata based on each Lender’s respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Revolving Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing borrowing may not --------------- comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any reduction in the Revolving Committed Amount or any termination of the CommitmentsCommitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any Credit Party), then each such Revolving Lender hereby agrees that it shall forthwith fund purchase (as of the date such Mandatory Borrowing borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest from the Issuing Lender such participation in the outstanding LOC Obligations; providedObligations as shall be necessary to cause each such Revolving Lender to share in such LOC Obligations ratably (based upon the respective Commitment Percentages of the Revolving Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 10.2)), further, provided that in the event any Lender shall fail to fund its Participation Interest such payment -------- is not made on the day of drawing, such Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein Revolving Lender shall bear interest payable pay in addition to the Issuing Lender upon demand, interest on the amount of its unfunded Participation Interest at a rate per annum equal to, if paid within two (2) Business Days of such datethe date of drawing, 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above), the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”"MANDATORY BORROWING") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata PRO RATA based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding NOTWITHSTANDING (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; providedPROVIDED, furtherFURTHER, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower ------------------------------ shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be ------------------- immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on --- ---- each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may --------------- not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 5 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, -------- further, that in the event any Lender shall fail to fund its Participation ------- Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower shall ------------------------------ have requested, or been deemed to have requested, a Revolving Loan borrowing advance to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable 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 solely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(b) (i) with respect thereto) shall be immediately made from to the Borrower by all applicable Revolving Lenders (without giving effect to notwithstanding any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s the respective Revolving Loan --- ---- Commitment Percentage Percentages of the Revolving Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 9.2) and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Revolving Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing --------------- borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any reduction in the Revolving Committed Amount or any termination of the CommitmentsCommitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any Credit Party), then each such Revolving Lender hereby agrees that it shall forthwith fund purchase (as of the date such Mandatory Borrowing borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest from the Issuing Lender such participation in the outstanding LOC Obligations; providedObligations as shall be necessary to cause each such Revolving Lender to share in such LOC Obligations ratably (based upon the respective Commitment Percentages of the Revolving Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 9.2)), further, provided that -------- in the event any Lender shall fail to fund its Participation Interest such payment is not made on the day of drawing, such Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein Revolving Lender shall bear interest payable pay in addition to the Issuing Lender upon demand, interest on the amount of its unfunded Participation Interest at a rate per annum equal to, if paid within two (2) Business Days of such datethe date of drawing, 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 Borrowers Borrower shall have requested, or been deemed to have requested, (i) a Revolving Swingline Loan borrowing to reimburse a drawing under a Letter of Credit 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 (as set forth in clause (dii) above)a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely entirely of Alternate Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.27.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of for any such request or deemed request for a Revolving Loans Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or after any termination such Letter of Credit may have been drawn upon; provided, however, that in the Commitmentsevent 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 the Administrative Agent for its own account an administrative fee of $500. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a the Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest Interests in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such 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 Lender upon demand, at a rate per annum equal to, if paid within two Business Days of such date, the Federal Funds Rate, and thereafter at a rate per annum equal to the Base Rate.of

Repayment with Revolving Loans. On any day on which the Borrowers Borrower shall have requested, or been deemed to have requested, (i) a Revolving Swingline Loan borrowing to reimburse a drawing under a Letter of Credit 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 (as set forth in clause (dii) above)a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the applicable Lenders which have a Revolving Commitment that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely entirely of Alternate Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.27.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately promptly upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the failure of any such request or deemed request for a Revolving Loans Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) the date of such Mandatory Borrowing, Borrowing or (vi) any reduction in the Revolving Committed Amount or after any termination such Letter of Credit may have been drawn upon; provided, however, that in the Commitmentsevent 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 the Administrative Agent for its own account an administrative fee of $500. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a the Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest Interests in the outstanding LOC Obligationsunreimbursed drawings under Letters of Credit; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate per annum equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrowers Company shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely entirely of Alternate Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.27.2) pro rata based on each Lender’s respective Revolving Loan Commitment Percentage and (determined before giving effect to any termination of the Commitments pursuant to Section 7.2). The proceeds thereof of such Mandatory Borrowing shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount or after any termination such Letter of Credit may have been drawn upon; provided, however, that in the Commitmentsevent 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 Company shall pay to the Administrative Agent for its own account an administrative fee of $500. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a BorrowerCode), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Company on or after such date and prior to such purchase) its Participation Interest Interests in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate per annum equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrowers shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above), the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a BorrowerCredit Party), then each Lender hereby agrees that it shall forthwith fund (as of the date such Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a rate per annum equal to, if paid within two Business Days of such 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 Borrowers shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above), the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a BorrowerCredit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Canadian Borrower shall have requested, or been deemed to have requested, a Canadian Revolving Loan borrowing to reimburse a drawing under a Canadian Letter of Credit (as set forth in clause (d) above), the Canadian Administrative Agent shall give notice to the applicable Canadian Lenders that a Canadian Revolving Loan has been requested or deemed requested in connection with a drawing under a Canadian Letter of Credit, in which case a Canadian Revolving Loan borrowing comprised solely of Base Canadian Prime Rate Loans (each such borrowing, a “"Mandatory Canadian Borrowing”") shall be immediately made from all applicable Canadian Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.210.2) pro rata based on each Canadian Lender’s 's respective Canadian Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Canadian Issuing Lender for application to the respective Canadian LOC Obligations. Each such Canadian Lender hereby irrevocably agrees to make such Canadian Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Canadian Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Canadian Borrowing may not comply with the minimum amount for borrowings of Canadian Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 6.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Canadian Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Canadian Borrowing, or (vi) any reduction in the Canadian Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Canadian Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Canadian Borrower or any other Credit Party), then each Canadian Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Canadian Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Canadian Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding Canadian LOC Obligations; provided, further, that in the event any Canadian Lender shall fail to fund its Participation Interest on the day such the Mandatory Canadian Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Canadian Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such date, the Federal Funds RateCDOR Rate determined as at such date, and thereafter at a rate per annum equal to the Base Canadian Prime Rate.

Repayment with Revolving Loans. On any day on which the Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing Borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)an LC Disbursement, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan Borrowing has been requested or deemed requested in connection with a drawing under a Letter of Creditan LC Disbursement, in which case a Revolving Loan Borrowing comprised solely entirely of Base Rate ABR Loans (each such borrowingBorrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2hereunder) pro rata ratably by the Lenders based on each Lender’s 's respective Revolving Loan Commitment Applicable Percentage of the total Commitments (determined before giving effect to any termination of the Commitments hereunder) and the proceeds thereof shall be paid directly to the Issuing Lender Bank for application to the respective LOC Obligationsapplicable LC Disbursement. Each such Lender hereby irrevocably agrees to make such its Revolving Loans Loan immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such the Mandatory Borrowing may not comply with the minimum amount for borrowings of ABR Revolving Loans Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 4.02 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for an ABR Revolving Loans Borrowing to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrower), then each Lender hereby agrees that it shall forthwith fund (as of the date such Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to 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 Lender upon demand, at a rate per annum equal to, if paid within two Business Days of such date, the Federal Funds Rate, and thereafter at a rate per annum equal to the Base Rate.or

Repayment with Revolving Loans. On any day on which Deltic or Del- ------------------------------ Tin, as the Borrowers case may be, shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be ------------------- immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.29.2(a)) pro rata based --- ---- on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding --------------- (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 5 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, hereunder or (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a BorrowerDeltic or Del-Tin, as the case may be, or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from Deltic or Del-Tin, as the Borrowers case may be, on or after such date and prior to such purchasefunding) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to -------- ------- fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing advance to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable 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 solely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made from to the Borrower by all applicable Lenders (without notwithstanding any termination of the Commitments pursuant to Section 8.02) pro rata based on the respective Revolving Commitment Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 9.28.02) pro rata based on each Lender’s respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective related LOC Obligations. Each such Lender with a Revolving Commitment hereby irrevocably agrees to make its Revolving Commitment Percentage of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 4.02 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of any such request or deemed request for a Revolving Loans Loan to be made by the time otherwise required hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any reduction in the Revolving Committed Amount or any termination of the CommitmentsCommitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, including as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party or Subsidiary Grantor), then each such Lender with a Revolving Commitment hereby agrees that it shall forthwith fund purchase (as of the date such Mandatory Borrowing borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its from the Issuing Lender such Participation Interest Interests in the outstanding LOC ObligationsObligations as shall be necessary to cause each such Lender with a Revolving Commitment to share in such LOC Obligations ratably based upon the respective Revolving Commitment Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 8.02); providedprovided that at the time any purchase of Participation Interests pursuant to this sentence is actually made, furtherthe purchasing Lender with a Revolving Commitment shall be required to pay to the Issuing Lender, that in to the event any Lender shall fail to 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 extent not paid to the Issuing Lender by the Borrower in accordance with the terms of subsection (d) above, interest on the principal amount of Participation Interests purchased for each day from and including the day upon demandwhich such borrowing would otherwise have occurred to but excluding the date of payment for such Participation Interests, at a the rate per annum equal to, if paid within two (2) Business Days of such datethe date as of which the Revolving Loan advance was required, the Federal Funds Rate, and thereafter at a rate per annum equal to and, if paid thereafter, the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrowers Borrower shall have requested, or been deemed to have requested, requested a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely entirely of Base LIBOR Market Index Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.27.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or after any termination such Letter of the CommitmentsCredit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a the Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest Interests in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the applicable Issuing Lender upon demand, at a the rate per annum equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate per annum equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Canadian Borrowers shall have requested, or been deemed to have requested, a Canadian Revolving Loan borrowing to reimburse a drawing under a Canadian Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Canadian Agent shall give notice to the applicable Canadian Lenders that a Canadian Revolving Loan has been requested or deemed requested in connection with a drawing under a Canadian Letter of Credit, in which case a Canadian Revolving Loan borrowing comprised solely of Canadian Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Canadian Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Canadian Lender’s 's respective Canadian Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective Canadian LOC Obligations. Each such Canadian Lender hereby irrevocably agrees to make such Canadian Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Canadian Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) the failure of any such request or deemed request for Canadian Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Canadian Revolving Committed Amount Loan Commitment or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the U.S. Bankruptcy Code (or applicable Canadian bankruptcy law) with respect to a Borrower), then each Lender hereby agrees that it shall forthwith fund (as of the date such Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to 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 Lender upon demand, at a rate per annum equal to, if paid within two Business Days of such 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 Canadian Borrowers shall have requested, or been deemed to have requested, a Canadian Revolving Loan borrowing to reimburse a drawing under a Canadian Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Canadian Agent shall give notice to the applicable Canadian Lenders that a Canadian Revolving Loan has been requested or deemed requested in connection with a drawing under a Canadian Letter of Credit, in which case a Canadian Revolving Loan borrowing comprised solely of Canadian Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Canadian Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.211.2) pro rata based on each Canadian Lender’s 's respective Canadian Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective Canadian LOC Obligations. Each such Canadian Lender hereby irrevocably agrees to make such Canadian Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Canadian Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) the failure of any such request or deemed request for Canadian Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Canadian Revolving Committed Amount Loan Commitment or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the U.S. Bankruptcy Code (or applicable Canadian bankruptcy law) with respect to a Borrowerthe Canadian Borrowers or any other Canadian Credit Party), then each such Canadian Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Canadian Borrowers on or after such date and prior to such purchase) its Participation Interest in the outstanding Canadian LOC Obligations; provided, further, that in the event any Canadian Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Canadian Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a rate per annum equal to the Base Canadian Prime Rate, plus two percent (2%).

Repayment with Revolving Loans. On any day on which the Borrowers shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above), the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan comprised solely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”"MANDATORY BORROWING") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a BorrowerCredit Party), then each Lender hereby agrees that it shall forthwith fund (as of the date such Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a rate per annum equal to, if paid within two Business Days of such 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 Borrowers shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above), the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan comprised solely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrower), then each Revolving Loan Lender hereby agrees that it shall forthwith fund (as of the date such Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Revolving Loan Lender shall fail to 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 Lender upon demand, at a rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Revolving Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has Loans have been requested or deemed requested in connection with a drawing under a Revolving Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Revolving Loan Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.210.2 hereof) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective Revolving LOC Obligations. Each such Revolving Loan Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 6 hereof are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunderin Section 2.1 hereof, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount after any such Letter of Credit may have been drawn upon; provided that if a Mandatory Borrowing occurs during or any termination causes an Event of the CommitmentsDefault a default rate of interest may be charged in accordance with Section 3.1(b) hereof. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Revolving Loan Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest Interests in the outstanding Revolving LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Revolving Loan Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower shall have requested, or been be deemed to have requested, requested a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely entirely of Base Prime Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.210) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 10) and in the case of both clauses (i) and (ii) the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunderin Section 3.1(b), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or after any termination such Letter of Credit may have been drawn upon; provided, however, that in the Commitmentsevent 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 the Agent for its own account an administrative fee of $500. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a the Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest Interests in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two (2) Business Days of any such daterequest, the Federal Funds Rate, and thereafter at a rate per annum equal to the Base Prime Rate.

Repayment with Revolving Loans. On any day on which the Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 5 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, provided further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan Borrowing comprised solely entirely of Base Rate ABR Loans (each such borrowing, a “Mandatory Borrowing”"MANDATORY BORROWING") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.27.01) pro rata RATA based on each Lender’s 's respective Revolving Loan Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.01) and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding NOTWITHSTANDING (iI) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (iiII) whether any conditions specified in Section 5.2 4.02 are then satisfied, (iiiIII) whether a Default or Event of Default then exists, (ivIV) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunderin Section 2.03, (vV) the date of such Mandatory Borrowing, or (viVI) any reduction in the aggregate amount of Revolving Committed Amount or Commitments after any termination such Letter of the CommitmentsCredit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code any Federal, state or foreign bankruptcy, insolvency, receivership or similar law with respect to a the Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest Interests in the outstanding LOC Obligations; providedPROVIDED, furtherFURTHER, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate per annum equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrowers Borrower shall have requested, or been deemed to have requested, (i) a Revolving Swingline Loan borrowing to reimburse a drawing under a Letter of Credit 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 (as set forth in clause (dii) above)a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely entirely of Alternate Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.27.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of for any such request or deemed request for a Revolving Loans Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or after any termination such Letter of Credit may have been drawn upon; provided, however, that in the Commitmentsevent 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 the Administrative Agent for its own account an administrative fee of $500. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a the Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest Interests in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate per annum equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing advance to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable 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 solely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made from to the Borrower by all applicable Revolving Lenders (without giving effect to notwithstanding any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s the respective Commitment Percentages of the Revolving Loan Commitment Percentage Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 9.2) and the proceeds thereof shall be paid directly to the Agent for the account of the applicable Issuing Lender for application to the respective LOC Obligations. Each such Revolving Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any reduction in the Revolving Committed Amount or any termination of the CommitmentsCommitments immediately prior to or contemporaneously with such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Revolving Lender hereby agrees that it shall forthwith fund purchase (as of the date such Mandatory Borrowing borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its from the applicable Issuing Lender such Participation Interest Interests in the outstanding LOC Obligations; providedObligations as shall be necessary to cause each such Revolving Lender to share in such LOC Obligations ratably (based upon the respective Commitment Percentages of the Revolving Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 9.2)), furtherprovided that at the time any purchase of Participation Interests pursuant to this sentence is actually made, that in the event any purchasing Revolving Lender shall fail be required to fund its Participation Interest pay to the Agent for the account of the applicable Issuing Lender, to the extent not paid to the applicable Issuing Lender by the Borrower in accordance with the terms of subsection (d) above, interest on the principal amount of Participation Interests purchased for each day from and including the day upon which such Mandatory Borrowing borrowing would otherwise have occurred, then occurred to but excluding the amount date of payment for such Lender’s unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demandInterests, at a the rate per annum equal to, if paid within two (2) Business Days of such datethe date of the Revolving Loan advance, 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 5 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely entirely of Alternate Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2Article VII) pro rata based on each Lender’s respective Revolving Loan Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Article VII) and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 4.01 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunderin Section 2.01(b), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed Amount or after any termination such Letter of Credit may have been drawn upon; provided, however, that in the Commitmentsevent any such Mandatory Borrowing should be less than the minimum amount for borrowings of Revolving Loans otherwise provided in Section 2.01(b)(ii), the Borrower shall pay to the Administrative Agent for its own account an administrative fee of $500. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a BorrowerCode), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest Interests in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate per annum equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrowers Borrower shall have requested, or been be deemed to have requested, requested a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely entirely of Base Prime Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.29) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 9) and in the case of both clauses (i) and (ii) the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective its LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunderin Section 3.1(b), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or after any termination such Letter of the CommitmentsCredit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a the Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest Interests in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two (2) Business Days of any such daterequest, the Federal Funds Rate, and thereafter at a rate per annum equal to the Base Prime Rate.

Repayment with Revolving Loans. On any day on which the Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Revolving Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely entirely of Alternate Base Rate Loans (each such borrowing, a “Mandatory LOC Borrowing”) shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.27.2) pro rata based on each Revolving Lender’s respective Revolving Loan Commitment Percentage and (determined before giving effect to any termination of the Commitments pursuant to Section 7.2). The proceeds thereof of such Mandatory LOC Borrowing shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Revolving Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory LOC Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory LOC Borrowing may not comply with the minimum amount (or integral amount in excess thereof) for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) the date of such Mandatory LOC Borrowing, or (vi) any reduction in the Revolving Committed Amount or after any termination such Letter of Credit may have been drawn upon; provided, however, that in the Commitmentsevent any such Mandatory LOC 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 the Administrative Agent for its own account an administrative fee of $500. In the event that any Mandatory LOC Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a BorrowerCode), then each such Revolving Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory LOC Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest Interests in the outstanding LOC Obligations; provided, further, that in the event any Revolving Lender shall fail to fund its Participation Interest on the day such the Mandatory LOC 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 Lender upon demand, at a the rate per annum equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate per annum equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrowers a Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely entirely of Alternate Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.210.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 10.2) and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective applicable LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 4.4 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or after any termination such Letter of the CommitmentsCredit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers a Borrower on or after such date and prior to such purchase) its Participation Interest Interests in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate per annum equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing advance to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)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 comprised solely of Base Floating Rate Loans (each such borrowing, a “Mandatory Borrowing”or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.2.3 with respect thereto) shall be immediately made from to the Borrower by all applicable Lenders (without notwithstanding any termination of the Commitments pursuant to Section 8.1) prorata based on the respective Commitment Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 9.28.1) pro rata based on each Lender’s respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make its pro rata share of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 4.2 are then satisfied, (iii) whether a Default or Event of an Unmatured Default then exists, (iv) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any reduction in the Revolving Committed Amount or any termination of the CommitmentsCommitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any Credit Party), then each such Lender hereby agrees that it shall forthwith fund purchase (as of the date such Mandatory Borrowing borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest from the Issuing Lender such participation in the outstanding LOC Obligations; providedObligations as shall be necessary to cause each such Lender to share in such LOC Obligations ratably (based upon the respective Commitment Percentages of the Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 8.1)), further, provided that in the event any Lender shall fail to fund its Participation Interest such payment is not made on the day of drawing (or such Mandatory Borrowing would otherwise have occurredlater date as specified in Section 2.4.4), then the amount of such Lender’s unfunded Participation Interest therein Lender shall bear interest payable pay in addition to the Issuing Lender upon demand, interest on the amount of its unfunded participation interest at a rate per annum equal to, if paid within two (2) Business Days of such datethe date of drawing, the Federal Funds Effective Rate, and thereafter at a rate per annum equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrowers shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above), the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrowers or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers shall have requested, or been deemed to have requested, a Revolving Loan borrowing advance to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested by the 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 (each such borrowing, a “Mandatory Borrowing”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 from to the Borrowers by all applicable Lenders (without 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 Commitments pursuant to Section 9.211.2) 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 Lender Bank for application to the respective LOC Letter of Credit Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit Commitment Percentage of each such Revolving Loans Loan immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and amount, in the manner and on the date specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing borrowing may not comply with the minimum amount for borrowings advances of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 Article V are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunder, (v) whether the date of such Mandatory Borrowing, borrowing is a date on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any reduction in the Revolving Committed Amount or any termination of the CommitmentsRevolving Credit Commitments relating thereto immediately prior to or contemporaneously with such borrowing. In the event that any Mandatory Borrowing Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy or insolvency proceeding under the Bankruptcy Code with respect to a any Borrower), then each such Lender hereby agrees that it shall forthwith fund purchase (as of the date such Mandatory Borrowing borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) its Participation Interest from the Issuing Bank such participation in the outstanding LOC Obligations; providedLetter 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)), furtherprovided that at the time any purchase of participation pursuant to this sentence is actually made, that in the event any purchasing Lender shall fail be required to fund its Participation Interest pay to the Issuing Bank, to the extent not paid to the Issuing Bank by the 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 Mandatory Borrowing borrowing would otherwise have occurred, then occurred to but excluding the amount date of payment for such Lender’s unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demandparticipation, at a the rate per annum equal to, if paid within two (2) Business Days of such datethe date of the Revolving Loan advance, 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Revolving Letter of Credit (as set forth in clause (d) above), the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Revolving Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective Revolving LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding Revolving LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans in Dollars (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 5 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, provided that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within during the period to but excluding the date two Business Days of after such date, the Federal Funds Rate, and thereafter at a rate per annum equal to and, thereafter, the Base Rate.

Repayment with Revolving Loans. On any day on which the Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing shall be immediately made comprised solely entirely of Alternate Base Rate Loans (each such borrowing, a “Mandatory LOC Borrowing”) shall be immediately made from all applicable Lenders pro rata based on each Lender’s respective Commitment Percentage (without determined before giving effect to any termination of the Commitments pursuant to Section 9.27.2) pro rata based on each Lender’s respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory LOC Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding that (i) the amount of such Mandatory LOC Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 3.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure of for any such request or deemed request for Revolving Loans Loan to be made by the time otherwise required hereunderin Section 2.1(b), (v) the date of such Mandatory LOC Borrowing, or (vi) any reduction in the Revolving Committed Amount or after any termination such Letter of the CommitmentsCredit may have been drawn upon. In the event that any Mandatory LOC Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a the Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory LOC Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest Interests in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory LOC Borrowing would otherwise have occurred, then the amount of such Lender’s unfunded Participation Interest therein shall bear interest payable by such Lender to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate per annum equal to the Alternate Base Rate.

Repayment with Revolving Loans. On any day on which the Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above), the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such 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 Borrowers Borrower shall have requested, or been deemed to have requested, a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit (as set forth in clause (d) above)Credit, the Administrative Agent shall give notice to the applicable Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised initially solely of Base Rate Loans (each such borrowing, a “"Mandatory Borrowing”") shall be immediately made from all applicable Lenders (without giving effect to any termination of the Commitments pursuant to Section 9.2) pro rata based on each Lender’s 's respective Revolving Loan Commitment Percentage and the proceeds thereof shall be paid directly to the applicable Issuing Lender for application to the respective LOC Obligations. Each such Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of such Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default then exists, (iv) failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount or any termination of the Commitments. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to a Borrowerthe Borrower or any other Credit Party), then each such Lender hereby agrees that it shall forthwith fund (as of the date such the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) its Participation Interest in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day such the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender’s 's unfunded Participation Interest therein shall bear interest payable to the such Issuing Lender upon demand, at a the rate per annum equal to, if paid within two Business Days of such date, the Federal Funds Rate, and thereafter at a rate per annum equal to the Base Rate.