Common use of Mandatory Borrowings Clause in Contracts

Mandatory Borrowings. The Swingline Lender may, by written notice referencing this Section 2.22(f) given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Day, in its sole discretion, require that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans; provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 7.01(f) or (g) or upon the exercise of any of the remedies provided in the last paragraph of Section 7.01, in which case one or more Borrowings of Revolving Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Revolving Credit Lenders based on their Pro Rata Percentages and the proceeds thereof shall be applied directly by the Administrative Agent to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably, absolutely and unconditionally, agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Administrative Agent on behalf of the Swingline Lender. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders) and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any Mandatory Borrowing made pursuant to this paragraph. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a Mandatory Borrowing shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have funded their obligations pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The refinancing of a Swingline Loan with a Mandatory Borrowing pursuant to this paragraph shall not relieve the Borrower (or other Person liable for obligations of the Borrower) of any default in the payment of such Mandatory Borrowing. Mandatory Borrowings shall be made upon the notice specified above, with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in this Section 2.22(f).

Mandatory Borrowings. The (i) On any Business Day, the Swingline Lender may, by written notice referencing this Section 2.22(f) given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Day, in its sole discretion, require advise the Administrative Agent to give notice to the Lenders that the Swingline Lender’s 's outstanding Swingline Loans under the Five Year Facility shall be funded with one or more Borrowings borrowings of Revolving Loans; provided Credit Loans denominated in Dollars (PROVIDED that such 25 notice shall be deemed to have been automatically given with respect to outstanding Swingline Loans upon the occurrence of a Default or an Event of Default under Section 7.01(f11.1(i), (j), (k) or (g) or upon the exercise of any of the remedies provided in the last paragraph of Section 7.01l)), in which case one or more Borrowings borrowings of Revolving Credit Loans under the Five Year Facility constituting ABR Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”"MANDATORY BORROWING") shall be made on the immediately succeeding Business Day by all Revolving Credit Lenders based on their Pro Rata Percentages in accordance with each Lender's Commitment Percentage and the proceeds thereof shall be applied directly by the Administrative Agent to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably, absolutely and unconditionally, irrevocably agrees to make Revolving Credit Loans upon one Business Day’s 's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Administrative Agent notwithstanding (A) the amount of the Mandatory Borrowing may not comply with the minimum borrowing amount otherwise required hereunder, (B) whether any conditions specified in Section 5.3 are then satisfied, (C) whether a Default or an Event of Default then exists, (D) the date of such Mandatory Borrowing and (E) the amount of the Five Year Facility Commitment or the Aggregate Revolving Credit Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on behalf the date otherwise required above (including, without limitation, as a result of the occurrence of a Bankruptcy Event with respect to any Credit Party), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans made under the Five Year Facility as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Commitment Percentages, PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer until the date as of immediately available funds, in which the same manner as provided in Section 2.02(c) with respect respective participation is required to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandisbe purchased and, to the payment obligations extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the Lenders) and the Administrative Agent purchasing Lender shall promptly be required to pay to the Swingline Lender interest on the amounts so received by it principal amount of participations purchased for each day from and including the Lenders. The Administrative Agent shall notify day upon which the Borrower of any Mandatory Borrowing made pursuant would otherwise have occurred to this paragraph. Any amounts received by but excluding the Swingline Lender from date of payment for such participation, at the Borrower (or other Person on behalf of overnight Federal Funds Rate for the Borrower) in respect of a Swingline Loan after receipt by first three days and at the Swingline Lender of the proceeds of a Mandatory Borrowing shall be promptly remitted rate otherwise applicable to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have funded their obligations pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The refinancing of a Swingline Loan with a Mandatory Borrowing pursuant to this paragraph shall not relieve the Borrower (or other Person liable Base Rate Loans hereunder for obligations of the Borrower) of any default in the payment of such Mandatory Borrowing. Mandatory Borrowings shall be made upon the notice specified above, with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in this Section 2.22(f)each day thereafter.

Mandatory Borrowings. The Swingline Lender mayOn any Business Day, by written notice referencing this Section 2.22(f) given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Daymay, in its sole discretion, require that and, in any event, upon the day which is seven (7) days after the borrowing of a Swingline Lender’s outstanding Swingline Loans Loan (or if such day is not a Business Day, the next succeeding Business Day) shall be funded with one or more Borrowings of Revolving Loans; provided that such provide notice (which notice shall be deemed to have been automatically given provided upon the occurrence of a Default or an Event of Default under Section 7.01(f11.1.(g) or (g11.1.(h)) or upon to the exercise of any of the remedies provided in the last paragraph of Section 7.01, in which case one or more Borrowings of Lenders having Revolving Loan Commitments that all outstanding Swingline Loans shall be repaid pursuant to Revolving Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall to be made by such Lenders as Base Rate Loans on the immediately succeeding Business Day by all (such Revolving Credit Lenders Loans, a "Mandatory Borrowing") pro rata based on their Pro Rata Percentages upon each such Lender's Revolving Loan Commitment Percentage, and the proceeds thereof of such Revolving Loans shall be applied directly by to repay the Administrative Agent to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender with a Revolving Credit Lender Loan Commitment hereby irrevocably, absolutely and unconditionally, irrevocably agrees to make Revolving Base Rate Loans upon one (1) Business Day’s 's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified provided in the preceding foregoing sentence and on the date specified in writing by the Administrative Agent on behalf notwithstanding (i) that the amount of the Swingline Lender. Each Revolving Credit Lender shall Mandatory Borrowing may not comply with its obligation the minimum borrowing amount otherwise required under this paragraph by wire transfer Agreement, (ii) whether any of immediately available fundsthe conditions precedent in Section 6 of this Agreement shall have been satisfied, (iii) whether a Default or Event of Default shall have occurred and be continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the same manner Total Revolving Loan Commitment Amount after such Swingline Loans were made. In the event that any Mandatory Borrowing cannot be made as provided in Section 2.02(c) set forth above for any reason, including, without limitation, the commencement of a proceeding under the Bankruptcy Code with respect to Borrower), each Lender with a Revolving Loan Commitment (other than the Administrative Agent) hereby agrees that it shall forthwith purchase from the Administrative Agent (without recourse or warranty) an assignment of such outstanding Swingline Loans made by as shall be necessary to cause such Lender (and Section 2.02(c) Lenders to share in such Swingline Loans ratably based upon their respective Revolving Loan Commitment Percentages; provided, however, that all interest payable on the Swingline Loans shall apply, mutatis mutandisbe for the account of the Administrative Agent until the effective date of the purchase of each respective assignment and, to the payment obligations of the Lenders) and the Administrative Agent shall promptly pay extent attributable to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any Mandatory Borrowing made pursuant to this paragraph. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a Mandatory Borrowing purchased assignment, shall be promptly remitted payable to the Administrative Agent; any Lender purchasing the same from and after such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have funded their obligations pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The refinancing of a Swingline Loan with a Mandatory Borrowing pursuant to this paragraph shall not relieve the Borrower (or other Person liable for obligations of the Borrower) of any default in the payment of such Mandatory Borrowing. Mandatory Borrowings shall be made upon the notice specified above, with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in this Section 2.22(f)effective date.

Mandatory Borrowings. The On any Business Day, either the Borrower or the Swingline Lender may, by written notice referencing this Section 2.22(f) given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Day, in its sole discretion, require give notice to Agent pursuant to Section 2.6 that the Swingline Lender’s all then outstanding Swingline Loans shall be funded with one or more Borrowings a borrowing of Revolving Loans; Credit Loans (provided that such notice shall be deemed to have been automatically given by the Swingline Lender upon the occurrence of a Default or an Event of Default under Section 7.01(f) or (g) or upon the exercise of any of the remedies provided in the last paragraph of Section 7.01Default), in which case one or more Borrowings a borrowing of Revolving Credit Loans constituting ABR Base Rate Loans (each such Borrowingborrowing, a “"Mandatory Borrowing”") shall be made on the immediately succeeding Business Day Drawdown Date set forth in the notice of such Mandatory Borrowing, by all Revolving Credit Lenders based on their Pro Rata Percentages Banks pro rata in accordance with each Bank's Commitment Percentage, and the proceeds thereof shall be applied directly by the Administrative Agent to repay the Swingline Lender for such all outstanding Swingline Loans. Each Revolving Credit Lender Bank hereby irrevocably, absolutely and unconditionally, irrevocably agrees to make Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentence, and on the date specified in writing by the Administrative Agent on behalf of the Swingline Lender. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders) and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any Mandatory Borrowing made pursuant to this paragraph. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a Mandatory Borrowing shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have funded their obligations pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The refinancing notwithstanding (i) whether any conditions specified in Section 12 are then satisfied; (ii) whether a Default or Event of a Swingline Loan with a Mandatory Borrowing pursuant to this paragraph shall not relieve Default has occurred and is continuing; (iii) the Borrower (or other Person liable for obligations of the Borrower) of any default in the payment date of such Mandatory Borrowing; and (iv) any reduction in the Commitments after any such Swingline Loans were made. In the event that any Mandatory Borrowings Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a case under the Bankruptcy Code in respect of Borrower), each Bank (other than the Swingline Lenders) hereby agrees that it will forthwith purchase from the Swingline Lenders (without recourse or warranty) such assignment of their outstanding Swingline Loans as shall be made necessary to cause the Banks to share in such Swingline Loans ratably based upon their respective Commitment Percentages, provided that all interest payable on such Swingline Loans shall be for the notice specified above, with account of the Borrower irrevocably agreeing, by its incurrence of any Swingline LoanLenders until the date the respective assignment is purchased and, to the making extent attributable to the purchased assignment, shall be payable to the Bank purchasing such assignment from and after the date of the Mandatory Borrowings as set forth in purchase. Each Bank's obligations under this Section 2.22(f)4.6 shall be absolute and unconditional.

Mandatory Borrowings. The (i) On any Business Day, the Swingline Lender may, by written notice referencing this Section 2.22(f) given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Day, in its sole discretion, require advise the Administrative Agent to give notice to the Lenders that the Swingline Lender’s 's outstanding Swingline Loans shall be funded with one or more Borrowings borrowings of Revolving Loans; Credit Loans denominated in Dollars (provided that such notice shall be deemed to have been automatically given with respect to outstanding Swingline Loans upon the occurrence of a Default or an Event of Default under Section 7.01(f11.1(i), (j) or (g) or upon the exercise of any of the remedies provided in the last paragraph of Section 7.01k)), in which case one or more Borrowings borrowings of Revolving Credit Loans constituting ABR Base Rate Loans (each such Borrowing, a “"Mandatory Borrowing”") shall be made on the immediately succeeding Business Day by all Revolving Credit Lenders based on their Pro Rata Percentages in accordance with each Lender's Commitment Percentage and the proceeds thereof shall be applied directly by the Administrative Agent to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably, absolutely and unconditionally, irrevocably agrees to make Revolving Credit Loans upon one Business Day’s 's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Administrative Agent on behalf notwithstanding (A) the amount of the Swingline Lender. Each Revolving Credit Lender shall Mandatory Borrowing may not comply with its obligation under this paragraph by wire transfer of immediately available fundsthe minimum borrowing amount otherwise required hereunder, in the same manner as provided (B) whether any conditions specified in Section 2.02(c5.2 are then satisfied, (C) with respect to Loans made by whether a Default or an Event of Default then exists, (D) the date of such Lender (and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders) and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any Mandatory Borrowing made pursuant to this paragraph. Any amounts received by the Swingline Lender from the Borrower and (or other Person on behalf of the BorrowerE) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a Mandatory Borrowing shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to whether the Revolving Credit Lenders that shall have funded their obligations pursuant to this paragraph and to Loans comprising the Swingline Lender, as their interests may appear. The refinancing of a Swingline Loan with a Mandatory Borrowing pursuant to this paragraph shall not relieve would, when combined with the Borrower (or other Person liable for obligations sum of the Borrower) aggregate principal amount of any default in outstanding Revolving Credit Loans and outstanding L/C Obligations, exceed the payment of such Mandatory Borrowing. Mandatory Borrowings shall be made upon the notice specified above, with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in this Section 2.22(f).Aggregate Revolving Credit Commitment at

Mandatory Borrowings. The Swingline Lender may, may by written notice referencing this Section 2.22(f) given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Day, in its sole discretion, require that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans; provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 7.01(fparagraph (g) or (gh) of Section 7.01 or upon the exercise of any of the remedies provided in the last paragraph of Section 7.01, in which case one or more Borrowings of Revolving Loans constituting ABR Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Revolving Credit Lenders based on their Pro 77 155657.01206/121720408v.9 Rata Percentages Percentage and the proceeds thereof shall be applied directly by the Administrative Agent to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably, absolutely and unconditionally, agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Administrative Agent on behalf of the Swingline Lender. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders) and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower Administrative Loan Party of any Mandatory Borrowing made pursuant to this paragraph. Any amounts received by the Swingline Lender from the Borrower Borrowers (or other Person on behalf of the BorrowerBorrowers) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a Mandatory Borrowing shall be promptly remitted to the Administrative Agent; Agent and any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have funded their obligations pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The refinancing of a Swingline Loan with a Mandatory Borrowing pursuant to this paragraph shall not relieve the Borrower Borrowers (or other Person liable for obligations of the BorrowerBorrowers) of any default in the payment of such Mandatory Borrowing. Mandatory Borrowings shall be made upon the notice specified in above, with the Borrower Borrowers irrevocably agreeing, by its the incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in this Section 2.22(f2.22(e).

Mandatory Borrowings. The Swingline Lender mayOn any Business Day, by written notice referencing this Section 2.22(f) given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Daymay, in its sole discretion, require that and, in any event, upon the day which is seven (7) days after the borrowing of a Swingline Lender’s outstanding Swingline Loans Loan (or if such day is not a Business Day, the next succeeding Business Day) shall be funded with one or more Borrowings of Revolving Loans; provided that such provide notice (which notice shall be deemed to have been automatically given provided upon the occurrence of a Default or an Event of Default under Section 7.01(f11.1.(g) or (g11.1.(h)) or upon to the exercise of any of the remedies provided in the last paragraph of Section 7.01, in which case one or more Borrowings of Lenders that all outstanding Swingline Loans shall be repaid pursuant to Revolving Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall to be made by the Lenders as Base Rate Loans on the immediately succeeding Business Day by all (such Revolving Credit Lenders Loans, a "Mandatory Borrowing") pro rata based on their Pro Rata Percentages upon each Lender's Commitment Percentage, and the proceeds thereof of such Revolving Loans shall be applied directly by to repay the Administrative Agent to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably, absolutely and unconditionally, irrevocably agrees to make Revolving Base Rate Loans upon one (1) Business Day’s 's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified provided in the preceding foregoing sentence and on the date specified in writing by the Administrative Agent on behalf notwithstanding (i) that the amount of the Swingline Lender. Each Revolving Credit Lender shall Mandatory Borrowing may not comply with its obligation the minimum borrowing amount otherwise required under this paragraph by wire transfer Agreement, (ii) whether any of immediately available fundsthe conditions precedent in Section 6 of this Agreement shall have been satisfied, (iii) whether a Default or Event of Default shall have occurred and be continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the same manner Total Commitment Amount after such Swingline Loans were made. In the event that any Mandatory Borrowing cannot be made as provided in Section 2.02(c) set forth above for any reason, including, without limitation, the commencement of a proceeding under the Bankruptcy Code with respect to Loans made by such Borrower), each Lender (and Section 2.02(cother than the Administrative Agent) hereby agrees that it shall applyforthwith purchase from the Administrative Agent (without recourse or warranty) an assignment of such outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Commitment Percentages; provided, mutatis mutandishowever, that all interest payable on the Swingline Loans shall be for the account of the Administrative Agent until the effective date of the purchase of each respective assignment and, to the payment obligations of the Lenders) and the Administrative Agent shall promptly pay extent attributable to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any Mandatory Borrowing made pursuant to this paragraph. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a Mandatory Borrowing purchased assignment, shall be promptly remitted payable to the Administrative Agent; any Lender purchasing the same from and after such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have funded their obligations pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The refinancing of a Swingline Loan with a Mandatory Borrowing pursuant to this paragraph shall not relieve the Borrower (or other Person liable for obligations of the Borrower) of any default in the payment of such Mandatory Borrowing. Mandatory Borrowings shall be made upon the notice specified above, with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in this Section 2.22(f)effective date.

Mandatory Borrowings. The On any Business Day, either CI or the -------------------- Swingline Lender may, by written notice referencing this Section 2.22(f) given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Day, in its sole discretion, require give notice to the Agent pursuant to Section 2.1.4 that the Swingline Lender’s all then outstanding Swingline Loans shall be funded with one or more Borrowings a Borrowing of Working Capital Revolving Loans; Loans (provided that such notice shall be deemed to have been automatically given by the Swingline Lender upon the occurrence of a Default Default, and further provided that such notice shall be deemed to have been automatically given on the fourth Business Day after any day on which the aggregate principal amount of Swingline Loans outstanding equals or an Event of Default under Section 7.01(f) or exceeds Five Hundred Thousand Dollars (g) or upon the exercise of any of the remedies provided in the last paragraph of Section 7.01$500,000)), in which case one or more Borrowings a Borrowing of Working Capital Revolving Loans constituting ABR Base Rate Loans (each such BorrowingBorrowing , a “"Mandatory Borrowing”") shall be made on the immediately succeeding Funding Date set forth ------------------- in the notice of such Mandatory Borrowing (which shall be a Business Day and shall not be later than the first Business Day after the date of such notice, and in the case of a notice deemed to be given automatically hereunder, shall be the same day on which such notice is deemed given), by all Lenders pro rata in accordance with each Lender's Working Capital Revolving Credit Lenders based on their Pro Rata Percentages Commitment, and the proceeds thereof shall be applied directly by the Administrative Agent to repay the Swingline Lender for such all outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably, absolutely and unconditionally, irrevocably agrees to make Working Capital Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentence, and on the date specified in writing by the Administrative Agent on behalf of the Swingline Lender. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders) and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any Mandatory Borrowing made pursuant to this paragraph. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a Mandatory Borrowing shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have funded their obligations pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The refinancing notwithstanding (i) whether any conditions specified in Article 3 are then satisfied; (ii) whether a Default or Event of a Swingline Loan with a Mandatory Borrowing pursuant to this paragraph shall not relieve Default has occurred and is continuing; (iii) the Borrower (or other Person liable for obligations of the Borrower) of any default in the payment date of such Mandatory Borrowing. Mandatory Borrowings shall be made upon ; and (iv) any reduction in the notice specified above, with the Borrower irrevocably agreeing, by its incurrence of Commitments after any such Swingline Loan, to the making of the Mandatory Borrowings as set forth in this Section 2.22(f).Loans were

Mandatory Borrowings. The On any Business Day, either the Borrower or the Swingline Lender may, by written notice referencing this Section 2.22(f) given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Day, in its sole discretion, require give notice to Agent pursuant to that the Swingline Lender’s all then outstanding Swingline Loans shall be funded with one or more Borrowings a borrowing of Revolving Loans; Loans (provided that such notice shall be deemed to have been automatically given by the Swingline Lender upon the occurrence of a Default Default, and further provided that such notice shall be deemed to have been automatically given on the fourth Business Day after any day on which the principal amount of Swingline Loans outstanding equals or an Event of Default under Section 7.01(f) or exceeds Five Hundred Thousand Dollars (g) or upon the exercise of any of the remedies provided in the last paragraph of Section 7.01$500,000)), in which case one or more Borrowings a borrowing of Revolving Loans constituting ABR Base Rate Loans (each such Borrowingborrowing, a “"Mandatory Borrowing”") shall be made on the immediately succeeding Funding Date set forth in the notice of such Mandatory Borrowing (which shall be a Business Day and shall not be later than the first Business Day after the date of such notice, and in the case of a notice deemed to be given automatically hereunder, shall be the same day on which such notice is deemed given), by all Lenders pro rata in accordance with each Lender's Revolving Credit Lenders based on their Pro Rata Percentages Commitment, and the proceeds thereof shall be applied directly by the Administrative Agent to repay the Swingline Lender for such all outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably, absolutely and unconditionally, irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence sentence, and on the date specified in writing by the Administrative Agent on behalf of the Swingline Lender. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders) and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any Mandatory Borrowing made pursuant to this paragraph. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a Mandatory Borrowing shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have funded their obligations pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The refinancing notwithstanding (i) whether any conditions specified in Article 3 are then satisfied; (ii) whether a Default or Event of a Swingline Loan with a Mandatory Borrowing pursuant to this paragraph shall not relieve Default has occurred and is continuing; (iii) the Borrower (or other Person liable for obligations of the Borrower) of any default in the payment date of such Mandatory Borrowing; and (iv) any reduction in the Commitments after any such Swingline Loans were made. In the event that any Mandatory Borrowings Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a case under the Bankruptcy Code in respect of Borrower), each Lender (other than the Swingline Lenders) hereby agrees that it will forthwith purchase from the Swingline Lenders (without recourse or warranty) such assignment of their outstanding Swingline Loans as shall be made necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Commitments, provided that all interest payable on such Swingline Loans shall be for the notice specified above, with account of the Borrower irrevocably agreeing, by its incurrence of any Swingline LoanLenders until the date the respective assignment is purchased and, to the making extent attributable to the purchased assignment, shall be payable to the Lender purchasing such assignment from and after the date of the Mandatory Borrowings as set forth in purchase. Each Lender's obligations under this Section 2.22(f)|2.2.6. shall be absolute and unconditional.

Mandatory Borrowings. The (i) On any Business Day, the Swingline Lender may, by written notice referencing this Section 2.22(f) given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Day, in its sole discretion, require advise the Administrative Agent to give notice to the Lenders that the Swingline Lender’s 's outstanding Swingline Loans under the Five Year Facility shall be funded with one or more Borrowings borrowings of Revolving Loans; Credit Loans denominated in Dollars (provided that such notice shall be deemed to have been automatically given with respect to outstanding Swingline Loans upon the occurrence of a Default or an Event of Default under Section 7.01(f11.1(i), (j), (k) or (g) or upon the exercise of any of the remedies provided in the last paragraph of Section 7.01l)), in which case one or more Borrowings borrowings of Revolving Credit Loans under the Five Year Facility constituting ABR Base Rate Loans (each such Borrowing, a “"Mandatory Borrowing”") shall be made on the immediately succeeding Business Day by all Revolving Credit Lenders based on their Pro Rata Percentages in accordance with each Lender's Commitment Percentage and the proceeds thereof shall be applied directly by the Administrative Agent to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably, absolutely and unconditionally, irrevocably agrees to make Revolving Credit Loans upon one Business Day’s 's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Administrative Agent notwithstanding (A) the amount of the Mandatory Borrowing may not comply with the minimum borrowing amount otherwise required hereunder, (B) whether any conditions specified in Section 5.4 are then satisfied, (C) whether a Default or an Event of Default then exists, (D) the date of such Mandatory Borrowing and (E) the amount of the Five Year Facility Commitment or the Aggregate Revolving Credit Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on behalf the date otherwise required above (including, without limitation, as a result of the occurrence of a Bankruptcy Event with respect to any Credit Party), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the respective Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans made under the Five Year Facility as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Commitment Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer until the date as of immediately available funds, in which the same manner as provided in Section 2.02(c) with respect respective participation is required to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandisbe purchased and, to the payment obligations extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the Lenders) and the Administrative Agent purchasing Lender shall promptly be required to pay to the Swingline Lender interest on the amounts so received by it principal amount of participations purchased for each day from and including the Lenders. The Administrative Agent shall notify day upon which the Borrower of any Mandatory Borrowing made pursuant would otherwise have occurred to this paragraph. Any amounts received by but excluding the Swingline Lender from date of payment for such participation, at the Borrower (or other Person on behalf of overnight Federal Funds Rate for the Borrower) in respect of a Swingline Loan after receipt by first three days and at the Swingline Lender of the proceeds of a Mandatory Borrowing shall be promptly remitted rate otherwise applicable to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have funded their obligations pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The refinancing of a Swingline Loan with a Mandatory Borrowing pursuant to this paragraph shall not relieve the Borrower (or other Person liable Base Rate Loans hereunder for obligations of the Borrower) of any default in the payment of such Mandatory Borrowing. Mandatory Borrowings shall be made upon the notice specified above, with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in this Section 2.22(f)each day thereafter.

Mandatory Borrowings. The (i) On any Business Day, the Swingline Lender may, by written notice referencing this Section 2.22(f) given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Day, in its sole discretion, require advise the Administrative Agent to give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings borrowings of Revolving Loans; Credit Loans made to the Company and denominated in Dollars (provided that such notice shall be deemed to have been automatically given with respect to outstanding Swingline Loans upon the occurrence of a Default or an Event of Default under Section 7.01(f11.1(i) or (g) or upon the exercise of any of the remedies provided in the last paragraph of Section 7.01j)), in which case one or more Borrowings borrowings of Revolving Credit Loans constituting ABR Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders in accordance with each Lender’s Revolving Credit Lenders based on their Pro Rata Percentages Commitment Percentage and the proceeds thereof shall be applied directly by the Administrative Agent to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably, absolutely and unconditionally, irrevocably agrees to make Revolving Credit Loans to the Company upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Administrative Agent notwithstanding (A) the amount of the Mandatory Borrowing may not comply with the minimum borrowing amount otherwise required hereunder, (B) whether any conditions specified in Section 5.2 are then satisfied, (C) whether a Default or an Event of Default then exists, (D) the date of such Mandatory Borrowing and (E) whether the Revolving Credit Loans comprising the Mandatory Borrowing would, when combined with the sum of the aggregate principal amount of outstanding Revolving Credit Loans, outstanding L/C Obligations and the aggregate principal amount of Competitive Bid Loans, exceed the Aggregate Revolving Credit Commitment at such time (so long as outstanding Swingline Loans do not exceed the Swingline Maximum). In the event that any Mandatory Borrowing cannot for any reason be made on behalf the date otherwise required above (including, without limitation, as a result of the occurrence of a Bankruptcy Event with respect to any Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the respective Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer until the date as of immediately available funds, in which the same manner as provided in Section 2.02(c) with respect respective participation is required to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandisbe purchased and, to the payment obligations extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the Lenders) and the Administrative Agent purchasing Lender shall promptly be required to pay to the Swingline Lender interest on the amounts so received by it principal amount of participations purchased for each day from and including the Lenders. The Administrative Agent shall notify day upon which the Borrower of any Mandatory Borrowing made pursuant would otherwise have occurred to this paragraph. Any amounts received by but excluding the Swingline Lender from date of payment for such participation, at the Borrower (or other Person on behalf of overnight Federal Funds Rate for the Borrower) in respect of a Swingline Loan after receipt by first three days and at the Swingline Lender of the proceeds of a Mandatory Borrowing shall be promptly remitted rate otherwise applicable to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have funded their obligations pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The refinancing of a Swingline Loan with a Mandatory Borrowing pursuant to this paragraph shall not relieve the Borrower (or other Person liable Base Rate Loans hereunder for obligations of the Borrower) of any default in the payment of such Mandatory Borrowing. Mandatory Borrowings shall be made upon the notice specified above, with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in this Section 2.22(f)each day thereafter.

Mandatory Borrowings. The Swingline Lender mayOn any Business Day, by written notice referencing this Section 2.22(f) given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Daymay, in its sole discretion, require that and, in any event, upon the day which is seven (7) days after the borrowing of a Swingline Lender’s outstanding Swingline Loans Loan (of if such day is not a Business Day, the next succeeding Business Day) shall be funded with one or more Borrowings of Revolving Loans; provided that such provide notice (which notice shall be deemed to have been automatically given provided upon the occurrence of a Default or an Event of Default under Section 7.01(f11.1.(g) or (g11.1.(h) or upon to the exercise of any of the remedies provided in the last paragraph of Section 7.01, in which case one or more Borrowings of Lenders that all outstanding Swingline Loans shall be repaid pursuant to Revolving Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall to be made by the Lenders as Base Rate Loans on the immediately succeeding Business Day by all (such Revolving Credit Lenders Loans, a "Mandatory Borrowing") pro rata based on their Pro Rata Percentages upon each Lender's Commitment Percentage, and the proceeds thereof of such Revolving Loans shall be applied directly by to repay the Administrative Agent to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably, absolutely and unconditionally, irrevocably agrees to make Revolving Base Rate Loans upon one (1) Business Day’s 's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified provided in the preceding foregoing sentence and on the date specified in writing by the Administrative Agent on behalf notwithstanding (i) that the amount of the Swingline Lender. Each Revolving Credit Lender shall Mandatory Borrowing may not comply with its obligation the minimum borrowing amount otherwise required under this paragraph by wire transfer Agreement, (ii) whether any of immediately available fundsthe conditions precedent in Section 6 of this Agreement shall have been satisfied, (iii) whether a Default or Event of Default shall have occurred and be continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the same manner Total Commitment Amount after such Swingline Loans were made. In the event that any Mandatory Borrowing cannot be made as provided in Section 2.02(c) set forth above for any reason, including, without limitation, the commencement of a proceeding under the Bankruptcy Code with respect to Loans made by such Borrower), each Lender (and Section 2.02(cother than the Administrative Agent) hereby agrees that it shall applyforthwith purchase from the Administrative Agent (without recourse or warranty) an assignment of such outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Commitment Percentages; provided, mutatis mutandishowever, that all interest payable on the Swingline Loans shall be for the account of the Administrative Agent until the effective date of the purchase of each respective assignment and, to the payment obligations of the Lenders) and the Administrative Agent shall promptly pay extent attributable to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any Mandatory Borrowing made pursuant to this paragraph. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a Mandatory Borrowing purchased assignment, shall be promptly remitted payable to the Administrative Agent; any Lender purchasing the same from and after such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have funded their obligations pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The refinancing of a Swingline Loan with a Mandatory Borrowing pursuant to this paragraph shall not relieve the Borrower (or other Person liable for obligations of the Borrower) of any default in the payment of such Mandatory Borrowing. Mandatory Borrowings shall be made upon the notice specified above, with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in this Section 2.22(f)effective date.

Mandatory Borrowings. The Swingline Lender may, may by written notice referencing this Section 2.22(f) given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Day, in its sole discretion, require that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans; provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 7.01(fparagraph (g) or (gh) of Section 7.01 or upon the exercise of any of the remedies provided in the last paragraph of Section 7.01, in which case one or more Borrowings of Revolving Loans constituting ABR Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Revolving Credit Lenders based on their Pro Rata Percentages Percentage and the proceeds thereof shall be applied directly by the Administrative Agent to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably, absolutely and unconditionally, agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Administrative Agent on behalf of the Swingline Lender. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders) and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any Mandatory Borrowing made pursuant to this paragraph. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a Mandatory Borrowing shall be promptly remitted to the Administrative Agent; Agent and any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have funded their obligations pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The refinancing of a Swingline Loan with a Mandatory Borrowing pursuant to this paragraph shall not relieve the Borrower (or other Person liable for obligations of the Borrower) of any default in the payment of such Mandatory Borrowing. Mandatory Borrowings shall be made upon the notice specified in above, with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in this Section 2.22(f2.22(e).

Mandatory Borrowings. The Swingline Lender may, may by written notice referencing this Section 2.22(f) given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Day, in its sole discretion, require that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans; provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 7.01(fclause (g) or (gh) of Section 7.01 or upon the exercise of any of the remedies provided in the last paragraph of Section 7.01, in which case one or more Borrowings of Revolving Loans constituting ABR Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Revolving Credit Lenders based on their Pro Rata Percentages Percentage and the proceeds thereof shall be applied directly by the Administrative Agent to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably, absolutely and unconditionally, agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Administrative Agent on behalf of the Swingline Lender. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders) and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any Mandatory Borrowing made pursuant to this paragraph. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a Mandatory Borrowing shall be promptly remitted to the Administrative Agent; Agent and any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have funded their obligations pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The refinancing of a Swingline Loan with a Mandatory Borrowing pursuant to this paragraph shall not relieve the Borrower (or other Person liable for obligations of the Borrower) of any default in the payment of such Mandatory Borrowing. Mandatory Borrowings shall be made upon the notice specified in above, with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in this Section 2.22(f2.22(e).

Mandatory Borrowings. The (i) On any Business Day, the Swingline Lender may, by written notice referencing this Section 2.22(f) given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Day, in its sole discretion, require advise the Administrative Agent to give notice to the Lenders that the Swingline Lender’s 's outstanding Swingline Loans shall be funded with one or more Borrowings borrowings of Revolving Loans; provided Credit Loans made to the Company and denominated in Dollars (PROVIDED that such notice shall be deemed to have been automatically given with respect to outstanding Swingline Loans upon the occurrence of a Default or an Event of Default under Section 7.01(f11.1(i) or (g) or upon the exercise of any of the remedies provided in the last paragraph of Section 7.01j)), in which case one or more Borrowings borrowings of Revolving Credit Loans constituting ABR Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”"MANDATORY BORROWING") shall be made on the immediately succeeding Business Day by all Lenders in accordance with each Lender's Revolving Credit Lenders based on their Pro Rata Percentages Commitment Percentage and the proceeds thereof shall be applied directly by the Administrative Agent to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably, absolutely and unconditionally, irrevocably agrees to make Revolving Credit Loans to the Company upon one Business Day’s 's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Administrative Agent notwithstanding (A) the amount of the Mandatory Borrowing may not comply with the minimum borrowing amount otherwise required hereunder, (B) whether any conditions specified in Section 5.2 are then satisfied, (C) whether a Default or an Event of Default then exists, (D) the date of such Mandatory Borrowing and (E) whether the Revolving Credit Loans comprising the Mandatory Borrowing would, when combined with the sum of the aggregate principal amount of outstanding Revolving Credit Loans, outstanding L/C Obligations and the aggregate principal amount of Competitive Bid Loans, exceed the Aggregate Revolving Credit Commitment at such time (so long as outstanding Swingline Loans do not exceed the Swingline Maximum). In the event that any Mandatory Borrowing cannot for any reason be made on behalf the date otherwise required above (including, without limitation, as a result of the occurrence of a Bankruptcy Event with respect to any Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the respective Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages, PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer until the date as of immediately available funds, in which the same manner as provided in Section 2.02(c) with respect respective participation is required to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandisbe purchased and, to the payment obligations extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the Lenders) and the Administrative Agent purchasing Lender shall promptly be required to pay to the Swingline Lender interest on the amounts so received by it principal amount of participations purchased for each day from and including the Lenders. The Administrative Agent shall notify day upon which the Borrower of any Mandatory Borrowing made pursuant would otherwise have occurred to this paragraph. Any amounts received by but excluding the Swingline Lender from date of payment for such participation, at the Borrower (or other Person on behalf of overnight Federal Funds Rate for the Borrower) in respect of a Swingline Loan after receipt by first three days and at the Swingline Lender of the proceeds of a Mandatory Borrowing shall be promptly remitted rate otherwise applicable to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have funded their obligations pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The refinancing of a Swingline Loan with a Mandatory Borrowing pursuant to this paragraph shall not relieve the Borrower (or other Person liable Base Rate Loans hereunder for obligations of the Borrower) of any default in the payment of such Mandatory Borrowing. Mandatory Borrowings shall be made upon the notice specified above, with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in this Section 2.22(f)each day thereafter.

Mandatory Borrowings. The Swingline Lender may, by written notice referencing this Section 2.22(f) given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Day, in its sole discretion, require that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans; provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 7.01(f) or (g) or upon the exercise of any of the remedies provided in the last paragraph of Section 7.01, in which case one or more Borrowings of Revolving Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Revolving Credit Lenders based on their Pro Rata Percentages and the proceeds thereof shall be applied directly by the Administrative Agent to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably, absolutely and unconditionally, agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Administrative Agent on behalf of the Swingline Lender. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders) and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Lead Borrower of any Mandatory Borrowing made pursuant to this paragraph. Any amounts received by the Swingline Lender from the a Borrower (or other Person on behalf of the such Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a Mandatory Borrowing shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have funded their obligations pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The refinancing of a Swingline Loan with a Mandatory Borrowing pursuant to this paragraph shall not relieve the Borrower Borrowers (or other Person liable for obligations of the BorrowerBorrowers) of any default in the payment of such Mandatory Borrowing. Mandatory Borrowings shall be made upon the notice specified above, with the each Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in this Section 2.22(f).