Common use of Repayment of Swing Loans Clause in Contracts

Repayment of Swing Loans. At any time after making a Swing Loan, the Swing Lender may request the recipient Borrower to, and upon request by the Swing Lender the recipient Borrower shall, promptly request an Advance from all Revolving Credit Lenders, and apply the proceeds of such Advance to the repayment of such Swing Loan not later than the Business Day following the Swing Lender’s request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business Days after demand is made by the Swing Lender and (b) the Revolving Termination Date, the Borrower agrees that each Swing Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender shall irrevocably and unconditionally purchase from the Swing Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s Pro Rata Share of the Swing Loan and promptly pay such amount to such Swing Lender in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds). Such payment shall be made by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due to the Swing Lender from such Revolving Credit Lender pursuant to this Section 2.16(c), the Swing Lender shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan.

Repayment of Swing Loans. At any time after making a Swing Loan, the Swing Lender may request the recipient Borrower to, and upon request by the Swing Lender the recipient Borrower shall, promptly request an Advance from all U.S. Revolving Credit Lenders, with respect to any U.S. Swing Loan, and all Euro Revolving Credit Lenders, with respect to any Euro Swing Loan, and apply the proceeds of such Advance to the repayment of such Swing Loan not later than the Business Day following the Swing Lender’s 's request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business Days after demand is made by the Swing Lender Lender, and (b) the Revolving Facility Termination Date, the Borrower agrees that each U.S. Swing Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such U.S. Swing Loan determined as of the date of such conversion and each Euro Swing Loan outstanding in any currency other than Euros shall be immediately and automatically converted to and redenominated in Euros equal to the Euro Equivalent Amount of each such Euro Swing Loan determined as of the date of such conversion, and each U.S. Revolving Credit Lender Lender, in the case of any U.S. Swing Loan, and each Euro Revolving Credit Lender, in the case of any Euro Swing Loan (other than, in each case, the Swing Lender), shall irrevocably and unconditionally purchase from the Swing Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s 's Pro Rata Share of the Swing Loan and promptly pay such amount to such Swing Lender in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than EurosCurrency, same day funds). Such payment shall be made by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 4.2 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due to the Swing Lender from such Revolving Credit Lender pursuant to this Section 2.16(c)Section, the Swing Lender shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency Available Foreign Currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan.

Repayment of Swing Loans. At any time after making a Swing Loan, the Swing Lender Administrative Agent may request the recipient such Borrower to, and upon request by the Swing Lender the recipient Administrative Agent such Borrower shall, promptly request an Advance from all Revolving Credit Lenders, Lenders to such Borrower and apply the proceeds of such Advance to the repayment of such any Swing Loan owing by such Borrower not later than the Business Day following the Swing LenderAdministrative Agent’s request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business Days after demand is made by the Swing Lender Administrative Agent, and (b) the Revolving Facility Termination Date, the each Lender to such Borrower agrees that each Swing Loan outstanding in any currency (other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender Administrative Agent) shall irrevocably and unconditionally purchase from the Swing LenderAdministrative Agent, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s Pro Rata Share of the such Swing Loan and promptly pay such amount to such Swing Lender the Administrative Agent in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds)Same Day Funds. Such payment shall be made by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 4.2 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender the Administrative Agent, any amounts due to the Swing Lender Administrative Agent from such Revolving Credit Lender pursuant to this Section 2.16(c)Section, the Swing Lender Administrative Agent shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender Administrative Agent with respect to any Swing Loan denominated in any foreign currency Agreed Foreign Currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender Administrative Agent for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender Administrative Agent by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender the Administrative Agent its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender Administrative Agent its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender Administrative Agent its Pro Rata Share of any unpaid Swing Loan.

Repayment of Swing Loans. At any time after making a Swing Loan, the Swing Lender Agent may request the recipient a Borrower to, and upon request by the Swing Lender the recipient Agent such Borrower shall, promptly request an Advance a Revolving Credit Loan from all Revolving Credit Lenders, the Banks and apply the proceeds of such Advance Revolving Credit Loan to the repayment of such any Swing Loan owing by such Borrower not later than the three Business Day Days following the Swing Lender’s Agent's request. Notwithstanding the foregoing, upon the earlier earliest to occur of (a) three one Business Days Day after demand is made by the Swing Lender and Agent, (b) the date a Swing Loan is to be refunded with a Revolving Credit Loan, and (c) the Termination Date, the Borrower agrees that each Swing Loan outstanding in any currency other than Dollars a Foreign Currency shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender Bank (other than the Agent) shall irrevocably and unconditionally purchase from the Swing LenderAgent, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s Bank's Pro Rata Share of the such Swing Loan and promptly pay such amount to such Swing Lender the Agent in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds). Such payment shall be made by the other Revolving Credit Lenders Banks whether or not a Default or Event of Default is then continuing or any other condition precedent set forth in Section 4.4 2.8 is then met and whether or not such the Borrower has then requested an Advance in such amount; and such Swing Loan shall thereupon be deemed to be a Floating Rate Loan hereunder made on the date of such purchase (except, as aforesaid, with respect to the existence of any Default or Event of Default or the meeting of any condition precedent specified in Section 2.8 on such date). If any Revolving Credit Lender Bank fails to make available to such requesting Swing Lender the Agent any amounts due to the Swing Lender from such Revolving Credit Lender Agent pursuant to this Section 2.16(c)Section, the Swing Lender Agent shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender Bank receives notice of such required purchase and thereafter, at the rate applicable to such LoanFloating Rate, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender Agent for the account of such Revolving Credit Lender Bank or (iii) by payment to the Swing Lender Agent by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender Bank under this Agreement. The failure of any Revolving Credit Lender Bank to make available to such Swing Lender the Agent its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender Bank of its obligation hereunder to make available to the Swing Lender Agent its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender Bank shall be responsible for the failure of any other Revolving Credit Lender Bank to make available to the Swing Lender Agent its Pro Rata Share of any unpaid Swing Loan.

Repayment of Swing Loans. At any time after making a Each outstanding Swing Loan shall be payable on the Business Day next following the day the Swing Loan was made, with interest at the rate applicable to Federal Funds Rate Loans accrued thereon, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to the Administrative Agent solely for its own account. On the due date for such Swing Loan, unless the Company delivers or has previously delivered to the Administrative Agent a notice of its intention to repay and does repay the Swing Lender may request the recipient Borrower toLoan prior to 12:00 noon (Boston time), and upon request by the Swing Lender the recipient Borrower shall, promptly request an Advance from all Revolving Credit Lenders, and apply the proceeds of such Advance to the repayment of such Swing Loan not later than the Business Day following the Swing Lender’s request. Notwithstanding the foregoing, upon the earlier shall automatically convert to occur of (a) three Business Days after demand is made by the Swing Lender and (b) the Revolving Termination Date, the Borrower agrees that each Swing a Federal Funds Rate Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversionunder this Agreement, and each Revolving Credit Lender shall Bank (other than the Administrative Agent), shall, absent the gross negligence or willful misconduct of the Administrative Agent in making such Swing Loan, irrevocably and unconditionally purchase from the Swing LenderAdministrative Agent, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s Bank's Pro Rata Share of the Swing Loan and promptly pay such amount to such Swing Lender the Administrative Agent in immediately available funds (or, in which payment shall be due by 2:00 p.m. (Boston time) on such day if the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day fundsAdministrative Agent requests payment therefor prior to 12:00 noon (Boston time) on such day; otherwise such payment shall be due by 2:00 p.m. (Boston time) on the first Business Day after the Administrative Agent requests the same). Such payment shall be made by the other Revolving Credit Lenders Banks whether or not an Event of Default or a Default is then continuing or any other condition precedent set forth in Section 4.4 SECTION 4.2 is then met and whether or not such Borrower the Company has then requested an Advance a Loan in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due amount is not in fact paid to the Swing Lender from such Revolving Credit Lender pursuant to this Section 2.16(c)Administrative Agent by any Bank, the Swing Lender Administrative Agent shall be entitled to recover such amountamount on demand from such Bank, together with accrued interest thereon from the due date therefor (if made prior to 2:00 p.m., Boston time) on any Business Day until the date such amount is paid to the Administrative Agent by such Bank, at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this AgreementRate. The failure of any Revolving Credit Lender Bank to make available pay such amount to such Swing Lender its Pro Rata Share of any unpaid Swing Loan the Administrative Agent shall not relieve any other Revolving Credit Lender Bank of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing LoanAdministrative Agent hereunder.

Repayment of Swing Loans. At any time after making a Swing Loan, the Swing Lender may request the recipient Borrower to, and upon request by the Swing Lender the recipient Borrower shall, promptly request an Advance from all Revolving Credit Lenders, and apply the proceeds of such Advance to the repayment of such Swing Loan not later than the Business Day following the Swing Lender’s 's request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business Days after demand is made by the Swing Lender and (b) the Revolving Facility Termination Date, the Borrower agrees that each Swing Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender shall irrevocably and unconditionally purchase from the Swing Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s 's Pro Rata Share of the Swing Loan and promptly pay such amount to such Swing Lender in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds). Such payment shall be made by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 4.2 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due to the Swing Lender from such Revolving Credit Lender pursuant to this Section 2.16(c), the Swing Lender shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency Available Foreign Currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan.

Repayment of Swing Loans. (i) At any time after making a Swing Loan, the Swing Lender may request the recipient Borrower to, and upon request by the Swing Lender the recipient Borrower shall, promptly request an Advance from all Revolving Credit Lenders, and apply the proceeds of such Advance to the repayment of such Swing Loan not later than the Business Day following the Swing Lender’s request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business Days after demand is made by the Swing Lender and (b) the 2022 Revolving Termination Date, the Borrower agrees that each Swing Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender shall irrevocably and unconditionally purchase from the Swing Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s Pro Rata Share of the Swing Loan and promptly pay such amount to such Swing Lender in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds). Such payment shall be made by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due to the Swing Lender from such Revolving Credit Lender pursuant to this Section 2.16(c), the Swing Lender shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan.this

Repayment of Swing Loans. At any time after making a Each Advance of the Swing LoanLoans shall be due and payable on the earliest of (i) seven (7) days from the date of such Advance, (ii) the date of the next Advance of the Revolving Loans, or (iii) the Maturity Date; PROVIDED, HOWEVER, the Borrowers may prepay any Swing Loan Advance prior to the date it is due upon notice to the Swing Loan Lender may request not later than 1:00 p.m. (New York time) on the recipient Borrower todate of prepayment of such Advance. If such notice is given by a Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. If, and upon request by to the extent, any Swing Lender Loans shall be outstanding on the recipient Borrower shalldate of any Advance of the Revolving Loans, promptly request an Advance such Swing Loans shall be repaid from all Revolving Credit Lenders, and apply the proceeds of such Advance of the Revolving Loans prior to any distribution of such proceeds to the Borrowers. If, and to the extent, an Advance of the Revolving Loans is not requested prior to earlier of (A) the Maturity Date or (B) the last day of any such seven (7) day period from the date of any Advance of the Swing Loans, the Borrowers shall be deemed to have requested a Base Rate Loan on the Business Day immediately preceding the Maturity Date or the last day of such seven (7) day period, as applicable, in the amount of the Swing Loans then outstanding, the proceeds of which shall be used to repay the Swing Loan Lender for such Swing Loans. In addition, the Swing Loan Lender may, at any time, in its sole discretion by written notice to the Borrowers and the Administrative Agent, require repayment of its Swing Loans by way of a Revolving Loan, in which case the Borrowers shall be deemed to have requested a Base Rate Advance of the Revolving Loans in the amount of such Swing Loan not later than the Loans; PROVIDED, HOWEVER, that any such demand shall be deemed to have been given one (1) Business Day following prior to the Swing Lender’s request. Notwithstanding the foregoing, Maturity Date and upon the earlier occurrence of any Event of Default described in Section 9.1(j) or 9.1 (k) hereof and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 9.1(j) or 9.1(k) hereof or any other Event of Default, in accordance with the provisions of Section 9.2 hereof following an Event of Default (each such Revolving Loan made on account of any such deemed request therefor as provided herein being hereinafter referred to occur as a "MANDATORY BORROWING"). Each Lender hereby irrevocably agrees to make its Commitment Percentage of such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date, notwithstanding (aI) three Business Days after demand is the amount of Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (II) whether any conditions specified in Article 4 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for any such request or deemed request for Revolving Loans to be made by the Swing Lender and time otherwise required in Section 2.2, (bV) the date of such Mandatory Borrowing, or (VI) any reduction in the Revolving Termination DateLoan Commitment or termination of the Revolving Loan Commitment relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewith; PROVIDED, HOWEVER, that no Lender shall be required to make such Revolving Loans if, at the time that the Swing Loan Lender agreed to fund any Swing Loan Request, the Borrower Swing Loan Lender had knowledge of the existence of an Event of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any Insolvency Proceeding with respect to either of the Borrowers or any other obligor hereunder), then each Lender hereby agrees that each Swing Loan outstanding in any currency other than Dollars it shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined forthwith purchase (as of the date of the Mandatory Borrowing would otherwise have 34 occurred, but adjusted for any payments received from the Borrowers on or after such conversion, date and each Revolving Credit Lender shall irrevocably and unconditionally purchase prior to such purchase) from the Swing Lender, without recourse or warranty, an undivided interest and participation Loan Lender such participations in the outstanding Swing Loans as shall be necessary to cause each such Lender to share in such Swing Loan in an amount equal Loans ratably based upon its respective Commitment Percentage (determined before giving effect to such Revolving Credit Lender’s Pro Rata Share any termination of the Commitments pursuant to Section 9.2), provided that (A) all interest payable on the Swing Loans shall be for the account of the Swing Loan Lender until the date as of which the respective participation is purchased, and promptly pay such amount to such Swing Lender in immediately available funds (or, in B) at the case time any purchase of participations in Swing Loans denominated in an Available Foreign Currency other than Eurospursuant to this sentence is actually made, same day funds). Such payment the purchasing Lender shall be made required to pay (to the extent not paid by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due Borrowers) to the Swing Loan Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such Revolving Credit Lender pursuant to this Section 2.16(c), the Swing Lender shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafterparticipation, at the rate applicable to such Loanequal to, payable if paid within two (i2) on demandBusiness Days of the date of the Mandatory Borrowing, (ii) by setoff against any payments made the Federal Funds Rate, and thereafter at a rate equal to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing LoanBase Rate.

Repayment of Swing Loans. At any time after making a Swing Loan, the Swing Lender Agent may request the recipient such Borrower to, and upon request by the Swing Lender the recipient Agent such Borrower shall, promptly request an Advance from all Revolving Credit Lenders, Lenders to such Borrower and apply the proceeds of such Advance to the repayment of such any Swing Loan owing by such Borrower not later than the Business Day following the Swing Lender’s Agent's request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business Days after demand is made by the Swing Lender Agent, and (b) the Revolving Facility Termination Date, the Borrower agrees that each Swing Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender to such Borrower (other than the Agent) shall irrevocably and unconditionally purchase from the Swing LenderAgent, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s 's Pro Rata Share of the such Swing Loan and promptly pay such amount to such Swing Lender the Agent in immediately available funds finds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than EurosCurrency, same day funds). Such payment shall be made by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 4.2 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender the Agent, any amounts due to the Swing Lender Agent from such Revolving Credit Lender pursuant to this Section 2.16(c)Section, the Swing Lender Agent shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender Agent with respect to any Swing Loan denominated in any foreign currency Available Foreign Currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender Agent for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender Agent by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender the Agent its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender Agent its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender Agent its Pro Rata Share of any unpaid Swing Loan.

Repayment of Swing Loans. At any time after making a Each Advance of the Swing LoanLoans shall be due and payable on the earliest of (i) thirty (30) days from the date of such Advance, (ii) the date of the next Advance of the Revolving Loans, or (iii) the Initial Maturity Date; provided, however, the Borrower may prepay any Swing Loan Advance prior to the date it is due upon notice to the Swing Loan Lender may request and the recipient Administrative Agent not later than 10:00 a.m. (New York time) on the date of prepayment of such Advance. If such notice is given by the Borrower, the Borrower toshall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. If, and upon request by to the extent, any Swing Lender Loans shall be outstanding on the recipient Borrower shalldate of any Advance of the Revolving Loans, promptly request an Advance such Swing Loans shall be repaid from all Revolving Credit Lenders, and apply the proceeds of such Advance of the Revolving Loans prior to any distribution of such proceeds to the Borrower. The Swing Loan Lender may, at any time, in its sole discretion by written notice to the Borrower and the Administrative Agent, require repayment of its Swing Loans by way of a Revolving Loan, in which case the Borrower shall be deemed to have requested a Base Rate Advance of the Revolving Loans in the amount of such Swing Loan Loans; provided, however, that any such demand shall be deemed to have been given (A) one (1) Business Day prior to the Initial Maturity Date, (B) on the last day of any thirty (30) day period following the date of any Advance of the Swing Loans, or if such day is not later than a Business Day, on the Business Day following immediately preceding the Swing Lender’s request. Notwithstanding the foregoinglast day of such thirty (30) day period, (C) upon the earlier occurrence of any Event of Default described in Section 10.1(f) or (g) hereof, and (D) upon acceleration of the Obligations, whether on account of an Event of Default described in Section 10.1(f) or (g) hereof or any other Event of Default, in accordance with the provisions of Section 10.2 hereof following an Event of Default (each such Revolving Loan made on account of any such deemed request therefor as provided herein being hereinafter referred to occur as a "Mandatory Borrowing"). Each Lender hereby irrevocably agrees to make Revolving Loans based on its Revolving Commitment Ratio promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date, notwithstanding (aI) three Business Days after demand is the amount of Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (II) whether any conditions specified in Article 4 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for any such request or deemed request for Revolving Loans to be made by the Swing Lender and time otherwise required in Section 2.2, (bV) the date of such Mandatory Borrowing, or (VI) any reduction in the Revolving Termination DateCommitment or termination of the Revolving Commitment relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required to make such Revolving Loans if, at the time that the Swing Loan Lender agreed to fund any Swing Loan Request, the Swing Loan Lender had received written notice from the Borrower or the Administrative Agent of the occurrence of a Default or Event of Default or to the extent such Mandatory Borrowing would cause a Lender to exceed its Revolving Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any Insolvency Proceeding with respect to the Borrower or any other obligor hereunder or under any other Loan Document), then each Lender hereby agrees that each Swing Loan outstanding in any currency other than Dollars it shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined forthwith purchase (as of the date of the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such conversion, date and each Revolving Credit Lender shall irrevocably and unconditionally purchase prior to such purchase) from the Swing Lender, without recourse or warranty, an undivided interest and participation Loan Lender such participations in the outstanding Swing Loans as shall be necessary to cause each such Lender to share in such Swing Loan in an amount equal Loans ratably based upon its respective Revolving Commitment Ratio (determined before giving effect to such Revolving Credit Lender’s Pro Rata Share any termination of the Swing Loan and promptly pay such amount to such Swing Lender in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds). Such payment shall be made by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due to the Swing Lender from such Revolving Credit Lender Commitments pursuant to this Section 2.16(c10.2), the Swing Lender shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable provided that (ix) on demand, (ii) by setoff against any payments made to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan.all

Repayment of Swing Loans. At any time after making On at least a Swing Loanweekly or more frequent basis, on a settlement date to be selected by the Funding Agent in its sole discretion (the "Settlement Date"), the Borrower shall promptly borrow Revolving Loans from all the Lenders pursuant to Section 2.01 or the following sentence (irrespective of the satisfaction of the conditions in Section 5.02 or the requirement to deliver a Notice of Borrowing in Section 2.01(b) which conditions and requirement, for the purposes of the repayment of Swing Loans to the Swing Bank, the Lenders irrevocably waive) and hereby authorizes the Funding Agent to apply the proceeds of such Revolving Loans to the repayment of any Swing Loans then outstanding. To the extent the Funding Agent receives any amounts in repayment of outstanding Revolving Loans prior to such Settlement Date which it has not paid to the Lenders pursuant to Section 3.02(a), the Funding Agent shall be entitled to advance such amounts as additional Revolving Loans of the Lenders (in accordance with their respective Pro Rata Shares) to repay any Swing Loans outstanding on such Settlement Date. The failure of any Lender may request to make available to the recipient Funding Agent its Pro Rata Share of such Revolving Loans shall not relieve any other Lender of its obligation hereunder to make available to the Funding Agent such other Lender's Pro Rata Share of such Revolving Loans on the day funds are to be made available to repay such Swing Loans. If the Borrower tofails to repay any Swing Loan made to the Borrower within one (1) Business Day after demand therefor by the Swing Bank or the Funding Agent, and in any event upon request by the Swing Lender the recipient Borrower shallBank, promptly request an Advance from all Revolving Credit Lenders, and apply the proceeds of such Advance to the repayment of such Swing Loan not later than the Business Day following the Swing Lender’s request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business Days after demand is made by the Swing Lender and (b) the Revolving Termination Date, the Borrower agrees that each Swing Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender shall irrevocably and unconditionally purchase from the Swing LenderBank, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit other Lender’s 's Pro Rata Share of the Swing Loan thereof and promptly shall pay such amount to such the Swing Lender Bank in New York, New York in Dollars and in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds). Such payment shall be made by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due amount is not paid to the Swing Lender from such Revolving Credit Lender pursuant to this Section 2.16(c)Bank by any Lender, the Swing Lender Bank shall be entitled to recover such amount, amount on demand from such Lender together with accrued interest thereon thereon, for each day from the date of demand therefor, if made prior to 12:00 noon (New York time) on any Business Day, or, if made at any other time, from the next Business Day following the date of such demand, until the date such amount is paid to the Swing Bank by such Lender, until three (3) Business Days have expired at the Federal Funds Effective Rate or and thereafter at the Base Rate. If such other local cost of funds rate determined by Lender does not pay such amount forthwith on the Swing Bank's demand therefor and until such time as such Lender with respect makes the required payment, the Swing Bank shall be deemed to continue to have outstanding a Swing Loan in the amount of such unpaid participation obligation for all purposes of this Agreement other than those provisions requiring the other Lenders to purchase a participation therein. This Section 2.02 does not relieve any Lender of its obligations to purchase Pro Rata participations in any Swing Loan denominated in any foreign currency for Loans; nor does this Section relieve the first three Business Days after such Revolving Credit Borrower of its obligation to pay or repay the Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender funding its Pro Rata Share of any unpaid such payment pursuant to this Section interest on the amount of such payment from the date of the Borrower's failure to repay such Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on until the date on which such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loanrepaid in full.

Repayment of Swing Loans. At any time after making a Each Advance of the Swing LoanLoans shall be due and payable on the earliest of (i) seven (7) days from the date of such Advance, (ii) the date of the next Advance of the Revolving Loans, or (iii) the Initial Maturity Date; provided, however, the Borrower may prepay any Swing Loan Advance prior to the date it is due upon notice to the Swing Loan Lender may request not later than 1:00 p.m. (New York time) on the recipient date of prepayment of such Advance. If such notice is given by the Borrower, the Borrower toshall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. If, and upon request by to the extent, any Swing Lender Loans shall be outstanding on the recipient Borrower shalldate of any Advance of the Revolving Loans, promptly request an Advance such Swing Loans shall be repaid from all Revolving Credit Lenders, and apply the proceeds of such Advance of the Revolving Loans prior to any distribution of such proceeds to the Borrower. If, and to the extent, an Advance of the Revolving Loans is not requested prior to earlier of (A) the Initial Maturity Date or (B) the last day of any such seven (7) day period from the date of any Advance of the Swing Loans, the Borrower shall be deemed to have requested a Base Rate Loan on the Business Day immediately preceding the Initial Maturity Date or the last day of such seven (7) day period, as applicable, in the amount of the Swing Loans then outstanding, the proceeds of which shall be used to repay the Swing Loan Lender for such Swing Loans. In addition, the Swing Loan Lender may, at any time, in its sole discretion by written notice to the Borrower and the Administrative Agent, require repayment of its Swing Loans by way of a Revolving Loan, in which case the Borrower shall be deemed to have requested a Base Rate Advance of the Revolving Loans in the amount of such Swing Loan not later than the Loans; provided, however, that any such demand shall be deemed to have been given one (1) Business Day following prior to the Swing Lender’s request. Notwithstanding the foregoing, Initial Maturity Date and upon the earlier occurrence of any Event of Default described in Section 9.1(i) or 9.1(j) hereof and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 9.1(i) or 9.1(j) hereof or any other Event of Default, in accordance with the provisions of Section 9.2 hereof following an Event of Default (each such Revolving Loan made on account of any such deemed request therefor as provided herein being hereinafter referred to occur as a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make its Revolving Commitment Percentage of such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date, notwithstanding (aI) three Business Days after demand is the amount of Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (II) whether any conditions specified in Article 4 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for any such request or deemed request for Revolving Loans to be made by the Swing Lender and time otherwise required in Section 2.2, (bV) the date of such Mandatory Borrowing, or (VI) any reduction in the Revolving Termination DateLoan Commitment or termination of the Revolving Loan Commitment relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required to make such Revolving Loans if, at the time that the Swing Loan Lender agreed to fund any Swing Loan Request, the Swing Loan Lender had knowledge of the existence of an Event of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any Insolvency Proceeding with respect to the Borrower or any other obligor hereunder), then each Lender hereby agrees that each Swing Loan outstanding in any currency other than Dollars it shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined forthwith purchase (as of the date of the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such conversion, date and each Revolving Credit Lender shall irrevocably and unconditionally purchase prior to such purchase) from the Swing Lender, without recourse or warranty, an undivided interest and participation Loan Lender such participations in the outstanding Swing Loans as shall be necessary to cause each such Lender to share in such Swing Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Revolving Loan in an amount equal Commitment pursuant to such Revolving Credit Lender’s Pro Rata Share Section 9.2), provided that (A) all interest payable on the Swing Loans shall be for the account of the Swing Loan Lender until the date as of which the respective participation is purchased, and promptly pay such amount to such Swing Lender in immediately available funds (or, in B) at the case time any purchase of participations in Swing Loans denominated in an Available Foreign Currency other than Eurospursuant to this sentence is actually made, same day funds). Such payment the purchasing Lender shall be made required to pay (to the extent not paid by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due Borrower) to the Swing Loan Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such Revolving Credit Lender pursuant to this Section 2.16(c), the Swing Lender shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafterparticipation, at the rate applicable to such Loanequal to, payable if paid within two (i2) on demandBusiness Days of the date of the Mandatory Borrowing, (ii) by setoff against any payments made the Federal Funds Rate, and thereafter at a rate equal to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing LoanBase Rate.

Repayment of Swing Loans. At any time after making a Each Swing LoanLoan Borrowing shall be due and payable on the earliest of (i) seven days from the date of such Borrowing, (ii) the date of the next Revolving Credit Loan Borrowing, or (iii) the Maturity Date for the Revolving Credit Facility; provided, however, the Company may prepay any Swing Loan Borrowing prior to the date it is due upon notice to the Swing Loan Lender may request not later than 1:00 p.m. on the recipient Borrower todate of prepayment of such Borrowing. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. If, and upon request by to the extent, any Swing Lender Loans shall be outstanding on the recipient Borrower shall, promptly request an Advance from all date of any Revolving Credit LendersLoan Borrowing, and apply such Swing Loans shall be repaid from the proceeds of such Advance Revolving Credit Loan Borrowing prior to any distribution of such proceeds to the Company. If, and to the extent, a Revolving Credit Loan Borrowing is not requested prior to earlier of (A) the Maturity Date for the Revolving Credit Facility or (B) the last day of any such seven day period from the date of any Swing Loan Borrowing, the Company shall be deemed to have requested a Base Rate Loan on the Business Day immediately preceding the Maturity Date for the Revolving Credit Facility or the last day of such seven day period, as applicable, in the amount of the Swing Loans then outstanding, the proceeds of which shall be used to repay the Swing Loan Lender for such Swing Loans. In addition, the Swing Loan Lender may, at any time, in its sole discretion by written notice to the Company and the Administrative Agent, require repayment of its Swing Loans by way of a Revolving Credit Loan, in which case the Company shall be deemed to have requested a Base Rate Advance of the Revolving Credit Loans in the amount of such Swing Loan not later than the Loans; provided, however, that any such demand shall be deemed to have been given one Business Day following prior to the Swing Lender’s request. Notwithstanding Maturity Date for the foregoing, Revolving Credit Facility and upon the earlier occurrence of any Event of Default described in Section 8.01(g) or 8.01(h) and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 8.01(g) or 8.01(h) or any other Event of Default, in accordance with the provisions of Section 8.02 following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being hereinafter referred to occur as a "Mandatory Borrowing"). Each Lender hereby irrevocably agrees to make its Applicable Percentage of such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date, notwithstanding (aI) three Business Days after demand is the amount of Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Credit Loans otherwise required hereunder, (II) whether any conditions specified in Article V are then satisfied, (III) whether a Default then exists, (IV) failure for any such request or deemed request for Revolving Credit Loans to be made by the Swing Lender and time otherwise required in Section 2.02, (bV) the date of such Mandatory Borrowing, or (VI) any reduction in the Revolving Termination DateCredit Commitment or termination of the Revolving Credit Commitment relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required to make such Revolving Credit Loans if, at the time that the Swing Loan Lender agreed to fund any requested Swing Loan Borrowing, the Borrower Swing Loan Lender had knowledge of the existence of a Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Credit Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any proceeding under any Debtor Relief Laws with respect to the Company or any other obligor hereunder), then each Revolving Credit Lender hereby agrees that each Swing Loan outstanding in any currency other than Dollars it shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined forthwith purchase (as of the date of the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Company on or after such conversion, date and prior to such purchase) from the Swing Loan Lender such participations in the outstanding Swing Loans as shall be necessary to cause each such Revolving Credit Lender shall irrevocably and unconditionally purchase from the Swing Lender, without recourse or warranty, an undivided interest and participation to share in such Swing Loan Loans ratably based upon its respective Applicable Percentage in an amount equal to such respect of the Revolving Credit Lender’s Pro Rata Share Facility (determined before giving effect to any termination of the 54 Revolving Credit Commitment pursuant to Section 8.02), provided that (A) all interest payable on the Swing Loans shall be for the account of the Swing Loan Lender until the date as of which the respective participation is purchased, and promptly pay such amount to such Swing Lender in immediately available funds (or, in B) at the case time any purchase of participations in Swing Loans denominated in an Available Foreign Currency other than Eurospursuant to this sentence is actually made, same day funds). Such payment the purchasing Lender shall be made required to pay (to the extent not paid by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due Company) to the Swing Loan Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such Revolving Credit Lender pursuant to this Section 2.16(c)participation, at the Swing Lender shall be entitled to recover such amountrate equal to, together with interest thereon at if paid within two Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate or such other local cost of funds Rate, and thereafter at a rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made equal to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing LoanBase Rate.

Repayment of Swing Loans. At any time after making a Swing Loan, the Swing Lender Administrative Agent may request the recipient Borrower to, and upon request by the Swing Lender Administrative Agent the recipient Borrower shall, promptly request an Advance a Revolving Credit Loan from all the Revolving Credit Lenders, Lenders and apply the proceeds of such Advance Revolving Credit Loan to the repayment of such any Swing Loan owing by the Borrower not later than the three Business Day Days following the Swing Lender’s Administrative Agent's request. Notwithstanding the foregoing, upon the earlier earliest to occur of (a) 12 noon, Detroit time, on the sixth Business Day after a Swing Loan is made, (b) three Business Days after demand is made by the Administrative Agent, (c) the date a Swing Lender Loan is to be refunded with a Revolving Credit Loan, and (bd) the Revolving Termination Date, the Borrower agrees that each Swing Loan outstanding in any currency other than Dollars an Eligible Currency shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender (other than the Administrative Agent) shall irrevocably and unconditionally purchase from the Swing LenderAdministrative Agent, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s 's Pro Rata Share of the such Swing Loan and promptly pay such amount to such Swing Lender the Administrative Agent in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds). Such payment shall be made by the other Revolving Credit Lenders whether or not a Default or Unmatured Default is then continuing or any other condition precedent set forth in Section 4.4 4.2 is then met and whether or not such the Borrower has then requested an Advance in such amount; and such Swing Loan shall thereupon be deemed to be a Floating Rate Advance hereunder made on the date of such purchase (except, as aforesaid, with respect to the existence of any Default or Unmatured Default or the meeting of any condition precedent specified in Section 4.2 on such date). If any Revolving Credit Lender fails to make available to such requesting Swing Lender the Administrative Agent any amounts due to the Swing Lender from such Revolving Credit Lender Administrative Agent pursuant to this Section 2.16(c)Section, the Swing Lender Administrative Agent shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such LoanFloating Rate, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender Administrative Agent for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender Administrative Agent by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender the Administrative Agent its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender Administrative Agent its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender Administrative Agent its Pro Rata Share of any unpaid Swing Loan.

Repayment of Swing Loans. At any time after making a Swing Loan, the Swing Lender Agent may request the recipient such Borrower to, and upon request by the Swing Lender the recipient Agent such Borrower shall, promptly request an Advance from all Revolving Credit Lenders, Lenders to such Borrower and apply the proceeds of such Advance to the repayment of such any Swing Loan owing by such Borrower not later than the Business Day following the Swing Lender’s Agent's request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business Days after demand is made by the Swing Lender Agent, and (b) the Revolving Facility Termination Date, the each Lender to such Borrower agrees that each Swing Loan outstanding in any currency (other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender Agent) shall irrevocably and unconditionally purchase from the Swing LenderAgent, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s 's Pro Rata Share of the such Swing Loan and promptly pay such amount to such Swing Lender the Agent in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds)Same Day Funds. Such payment shall be made by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 4.2 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender the Agent, any amounts due to the Swing Lender Agent from such Revolving Credit Lender pursuant to this Section 2.16(c)Section, the Swing Lender Agent shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender Agent with respect to any Swing Loan denominated in any foreign currency Agreed Foreign Currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender Agent for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender Agent by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender the Agent its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender Agent its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender Agent its Pro Rata Share of any unpaid Swing Loan.

Repayment of Swing Loans. At any time after making a Swing Loan, the Swing Lender may request the recipient Borrower to, and upon request by the Swing Lender the recipient Borrower shall, promptly request an Advance from all Revolving Credit U.S. Lenders, with respect to any U.S. Swing Loan, and all Euro Lenders, with respect to any Euro Swing Loan, and apply the proceeds of such Advance to the repayment of such Swing Loan not later than the Business Day following the Swing Lender’s request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business Days after demand is made by the Swing Lender and (b) the Revolving Facility Termination Date, the Borrower agrees that each U.S. Swing Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such U.S. Swing Loan determined as of the date of such conversion and each Euro Swing Loan outstanding in any currency other than Euros shall be immediately and automatically converted to and redenominated in Euros equal to the Euro Equivalent Amount of each such Euro Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender U.S. Lender, in the case of any U.S. Swing Loan, and each Euro Lender, in the case of any Euro Swing Loan (other than, in each case, the Swing Lender), shall irrevocably and unconditionally purchase from the Swing Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s Pro Rata Share of the Swing Loan and promptly pay such amount to such Swing Lender in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds). Such payment shall be made by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 4.2 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due to the Swing Lender from such Revolving Credit Lender pursuant to this Section 2.16(c)Section, the Swing Lender shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency Available Foreign Currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan.

Repayment of Swing Loans. At any time after making a Swing Loan, the Swing Lender Agent may request the recipient such Borrower to, and upon request by the Swing Lender the recipient Agent such Borrower shall, promptly request an Advance from all Revolving Credit Lenders, Lenders to such Borrower and apply the proceeds of such Advance to the repayment of such any Swing Loan owing by such Borrower not later than the Business Day following the Swing Lender’s Agent's request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business Days after demand is made by the Swing Lender Agent, and (b) the Revolving Facility Termination Date, the Borrower agrees that each Swing Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender to such Borrower (other than the Agent) shall irrevocably and unconditionally purchase from the Swing LenderAgent, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s 's Pro Rata Share of the such Swing Loan and promptly pay such amount to such Swing Lender the Agent in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than EurosCurrency, same day funds). Such payment shall be made by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 4.2 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender the Agent, any amounts due to the Swing Lender Agent from such Revolving Credit Lender pursuant to this Section 2.16(c)Section, the Swing Lender Agent shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender Agent with respect to any Swing Loan denominated in any foreign currency Available Foreign Currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender Agent for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender Agent by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender the Agent its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan.Lender

Repayment of Swing Loans. (i) At any time after making a Swing Loan, the Swing Lender may request the recipient Borrower to, and upon request by the Swing Lender the recipient Borrower shall, promptly request an Advance from all Revolving Credit Lenders, and apply the proceeds of such Advance to the repayment of such Swing Loan not later than the Business Day following the Swing Lender’s request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business Days after demand is made by the Swing Lender and (b) the 20222023 Revolving Termination Date, the Borrower agrees that each Swing Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender shall irrevocably and unconditionally purchase from the Swing Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s Pro Rata Share of the Swing Loan and promptly pay such amount to such Swing Lender in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds). Such payment shall be made by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due to the Swing Lender from such Revolving Credit Lender pursuant to this Section 2.16(c), the Swing Lender shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan.

Repayment of Swing Loans. At any time after making a Each Advance of the Swing LoanLoans shall be due and payable on the earliest of (i) seven (7) days from the date of such Advance, (ii) the date of the next Advance of the Revolving Loans, or (iii) the Initial Maturity Date; provided, however, the Borrower may prepay any Swing Loan Advance prior to the date it is due upon notice to the Swing Loan Lender may request not later than 1:00 p.m. (New York time) on the recipient date of prepayment of such Advance. If such notice is given by the Borrower, the Borrower toshall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. If, and upon request by to the extent, any Swing Lender Loans shall be outstanding on the recipient Borrower shalldate of any Advance of the Revolving Loans, promptly request an Advance such Swing Loans shall be repaid from all Revolving Credit Lenders, and apply the proceeds of such Advance of the Revolving Loans prior to any distribution of such proceeds to the Borrower. If, and to the extent, an Advance of the Revolving Loans is not requested prior to earlier of (A) the Initial Maturity Date or (B) the last day of any such seven (7) day period from the date of any Advance of the Swing Loans, the Borrower shall be deemed to have requested a Base Rate Loan on the Business Day immediately preceding the Initial Maturity Date or the last day of such seven (7) day period, as applicable, in the amount of the Swing Loans then outstanding, the proceeds of which shall be used to repay the Swing Loan Lender for such Swing Loans. In addition, the Swing Loan Lender may, at any time, in its sole discretion by written notice to the Borrower and the Administrative Agent, require repayment of its Swing Loans by way of a Revolving Loan, in which case the Borrower shall be deemed to have requested a Base Rate Advance of the Revolving Loans in the amount of such Swing Loan not later than the Loans; provided, however, that any such demand shall be deemed to have been given one (1) Business Day following prior to the Swing Lender’s request. Notwithstanding the foregoing, Initial Maturity Date and upon the earlier occurrence of any Event of Default described in Section 9.1(i) or 9.1(j) hereof and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 9.1(i) or 9.1(j) hereof or any other Event of Default, in accordance with the provisions of Section 9.2 hereof following an Event of Default (each such Revolving Loan made on account of any such deemed request therefor as provided herein being hereinafter referred to occur as a "Mandatory Borrowing"). Each Lender hereby irrevocably agrees to make its Revolving Commitment Percentage of such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date, notwithstanding (aI) three Business Days after demand is the amount of Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (II) whether any conditions specified in Article 4 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for any such request or deemed request for Revolving Loans to be made by the Swing Lender and time otherwise required in Section 2.2, (bV) the date of such Mandatory Borrowing, or (VI) any reduction in the Revolving Termination DateLoan Commitment or termination of the Revolving Loan Commitment relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required to make such Revolving Loans if, at the time that the Swing Loan Lender agreed to fund any Swing Loan Request, the Swing Loan Lender had knowledge of the existence of an Event of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any Insolvency Proceeding with respect to the Borrower or any other obligor hereunder), then each Lender hereby agrees that each Swing Loan outstanding in any currency other than Dollars it shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined forthwith purchase (as of the date of the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such conversion, date and each Revolving Credit Lender shall irrevocably and unconditionally purchase prior to such purchase) from the Swing Lender, without recourse or warranty, an undivided interest and participation Loan Lender such participations in the outstanding Swing Loans as shall be necessary to cause each such Lender to share in such Swing Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Revolving Loan in an amount equal Commitment pursuant to such Revolving Credit Lender’s Pro Rata Share Section 9.2), provided that (A) all interest payable on the Swing Loans shall be for the account of the Swing Loan Lender until the date as of which the respective participation is purchased, and promptly pay such amount to such Swing Lender in immediately available funds (or, in B) at the case time any purchase of participations in Swing Loans denominated in an Available Foreign Currency other than Eurospursuant to this sentence is actually made, same day funds). Such payment the purchasing Lender shall be made required to pay (to the extent not paid by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due Borrower) to the Swing Loan Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such Revolving Credit Lender pursuant to this Section 2.16(c)participation, at the Swing Lender shall be entitled to recover such amountrate equal to, together with interest thereon at if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate or such other local cost of funds Rate, and thereafter at a rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made equal to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing LoanBase Rate.

Repayment of Swing Loans. At any time after making a Swing Loan, the Swing Lender Agent may request the recipient such Borrower to, and upon request by the Swing Lender the recipient Agent such Borrower shall, promptly request an Advance from all Revolving Credit Lenders, Lenders to such Borrower and apply the proceeds of such Advance to the repayment of such any Swing Loan owing by such Borrower not later than the Business Day following the Swing Lender’s Agent's request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business Days after demand is made by the Swing Lender Agent, and (b) the Revolving Facility Termination Date, the each Lender to such Borrower agrees that each Swing Loan outstanding in any currency (other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender Agent) shall irrevocably and unconditionally purchase from the Swing LenderAgent, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s 's Pro Rata Share of the such Swing Loan and promptly pay such amount to such Swing Lender the Agent in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than EurosCurrency, same day funds). Such payment shall be made by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 4.2 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender the Agent, any amounts due to the Swing Lender Agent from such Revolving Credit Lender pursuant to this Section 2.16(c)Section, the Swing Lender Agent shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender Agent with respect to any Swing Loan denominated in any foreign currency Available Foreign Currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender Agent for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender Agent by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender the Agent its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender Agent its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender Agent its Pro Rata Share of any unpaid Swing Loan.

Repayment of Swing Loans. At any time after making a Swing Loan, the Swing Lender Administrative Agent may request the recipient such Borrower to, and upon request by the Swing Lender the recipient Administrative Agent such Borrower shall, promptly request an Advance from all Revolving Credit Lenders, Lenders to such Borrower and apply the proceeds of such Advance to the repayment of such any Swing Loan owing by such Borrower not later than the Business Day following the Swing LenderAdministrative Agent’s request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business Days after demand is made by the Swing Lender Administrative Agent, and (b) the Revolving Facility Termination Date, the Borrower agrees that each Swing Loan outstanding in any currency Lender (other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender Administrative Agent) shall irrevocably and unconditionally purchase from the Swing LenderAdministrative Agent, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s Pro Rata Share of the such Swing Loan and promptly pay such amount to such Swing Lender the Administrative Agent in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds)Same Day Funds. Such payment shall be made by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 4.2 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender the Administrative Agent, any amounts due to the Swing Lender Administrative Agent from such Revolving Credit Lender pursuant to this Section 2.16(c)Section, the Swing Lender Administrative Agent shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender Administrative Agent with respect to any Swing Loan denominated in any foreign currency Agreed Foreign Currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender Administrative Agent for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender Administrative Agent by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender the Administrative Agent its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender Administrative Agent its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender Administrative Agent its Pro Rata Share of any unpaid Swing Loan.

Repayment of Swing Loans. At The Company shall repay the outstanding Swing Loans owing to the Swing Loan Bank (i) upon the earlier of (A) demand by the Swing Loan Bank and (B) the Revolving Credit Termination Date. In the event that the Company fails to repay any time after making a Swing Loan, together with interest thereon, as set forth in the first sentence of this paragraph, then, upon the request of the Swing Loan Bank, each Lender may request shall make Revolving Loans to the recipient Borrower toCompany (irrespective of the satisfaction of the conditions in Section 5.02 or the requirement to deliver a Notice of Borrowing in Section 2.02(b), which conditions and requirement such Lenders irrevocably waive) in an amount equal to such Lender's Revolving Credit Pro Rata Share of the aggregate amount of the Swing Loans then outstanding (net of that portion of such Swing Loan, if any, owing to such Lender in its capacity as a Swing Loan Bank) after giving effect to any prepayments and repayments made by the Company, and upon request by the Swing Lender Company hereby authorizes the recipient Borrower shall, promptly request an Advance from all Revolving Credit Lenders, and Administrative Agent to apply the proceeds of such Advance Revolving Loans to the repayment of such Swing Loan not later than Loans. To the Business Day following extent the Swing Lender’s Administrative Agent receives any amounts in prepayment or repayment of outstanding Revolving Loans prior to such request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business Days after demand is made by the Swing Lender and (b) the Revolving Termination Date, the Borrower agrees that each Swing Loan outstanding in any currency other than Dollars Administrative Agent shall be immediately and automatically converted to and redenominated in Dollars equal apply such amounts when received to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender shall irrevocably and unconditionally purchase from the Swing Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s Pro Rata Share repayment of the Swing Loan and promptly pay such amount to such Swing Lender in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds). Such payment shall be made by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due to the Swing Lender from such Revolving Credit Lender pursuant to this Section 2.16(c), the Swing Lender shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreementoutstanding. The failure of any Revolving Credit Lender to make available to such Swing Lender the Administrative Agent its Revolving Credit Pro Rata Share of any unpaid Swing Loan such Revolving Loans shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Administrative Agent such other Lender's Revolving Credit Pro Rata Share of any unpaid Swing Loan such Revolving Loans on the date of such payment is to be made, but no Revolving Credit request or prejudice any rights that any Borrower may have against such Lender as a result of any such default by such Lender. No Lender shall be responsible for any failure by any other Lender to perform its obligations to make such Revolving Loans hereunder nor shall the failure Revolving Credit Commitment of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share be increased or decreased as a result of any unpaid Swing Loansuch failure.

Repayment of Swing Loans. At any time after making a Swing Loan, the Swing Lender may request the recipient The Borrower to, and upon request by the Swing Lender the recipient Borrower shall, promptly request an Advance from all Revolving Credit Lenders, and apply the proceeds of such Advance to the repayment of such shall repay each Swing Loan not later than the Business Day following the Swing Lender’s request. Notwithstanding the foregoing, upon on the earlier to occur of (a) three Business Days after demand the date that is made by the Swing Lender Revolving Loan Termination Date and (b) the Revolving Termination Datedate that is seven (7) days after the making of such Swing Loan and if, for any reason the Swing Loans exceed $25,000,000 in the aggregate, the Borrower agrees that each Swing Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender shall irrevocably and unconditionally purchase from the Swing Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s Pro Rata Share make a repayment of the Swing Loans (allocated ratably among all of the outstanding Swing Loans) such that the aggregate amount of the Swing Loans does not exceed $25,000,000; PROVIDED, HOWEVER, that nothing in this SECTION 2.2.2 shall be construed as limiting or modifying the obligation of the Borrower to repay any or all of the outstanding Swing Loans at any earlier time in accordance with the terms of this Agreement. Outstanding Swing Loans may be repaid from the proceeds of Revolving Loans or from the proceeds of Swing Loans. Any repayment of the Swing Loans shall be accompanied by accrued interest thereon and shall be in the minimum amount of $500,000 and increments of $100,000 in excess thereof. If Borrower at any time fails to repay a Swing Loan and promptly pay on the applicable date when due, Borrower shall be deemed to have elected to borrow a Floating Rate Advance consisting of Revolving Loans from the Lenders, as of such due date equal in amount to the unpaid amount of the Swing Loans, and interest thereon, due on such Swing Lender in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds)due date. Such payment Advance shall be made by as of such due date, automatically, without further notice and without any requirement to satisfy the other Revolving Credit Lenders whether or not conditions precedent otherwise applicable to a Default is then continuing or any other condition precedent set forth in Section 4.4 is then met and whether or not such Floating Rate Advance if Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails shall have failed to make available to such requesting Swing Lender any amounts due payment to the Swing Lender from such Revolving Credit Lender pursuant to this Section 2.16(c), the Swing Lender shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender Administrative Agent for the account of the applicable Swing Loan Lender prior to such Revolving Credit Lender or (iii) by payment time. The proceeds of any such Floating Rate Advance shall be used to repay the Swing Lender by the Administrative Agent of amounts otherwise payable Loans and interest thereon. If, for any reason, Borrower fails to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid repay a Swing Loan on the applicable due date such payment is to be madeand, but no Revolving Credit Lender shall be responsible for any reason, the failure of any other Revolving Credit Lender Lenders are unable to make available or have no obligation to make an Advance, then such Swing Loans shall bear interest from and after such day, until paid in full, at the Swing Lender its Pro Rata Share of any unpaid Swing Loaninterest rate then applicable to Floating Rate Advances.

Repayment of Swing Loans. At any time after making On at least a weekly or more frequent basis, on a settlement date to be selected by the Funding Agent in its sole discretion (the "Settlement Date"), each Borrower shall promptly borrow Revolving Loans from all the Lenders pursuant to Section 2.01 or the following sentence (irrespective of the satisfaction of the conditions in Section 5.02 or the requirement to deliver a Notice of Borrowing in Section 2.01(b) which conditions and requirement, for the purposes of the repayment of Swing LoanLoans to the Swing Bank, the Lenders irrevocably waive) and hereby authorizes the Funding Agent to apply the proceeds of such Revolving Loans to the repayment of any Swing Loans then outstanding. To the extent the Funding Agent receives any amounts in repayment of outstanding Revolving Loans prior to such Settlement Date which it has not paid to the Lenders pursuant to Section 3.02(a), the Funding Agent shall be entitled to advance such amounts as additional Revolving Loans of the Lenders (in accordance with their respective Pro Rata Shares) to repay any Swing Loans outstanding on such Settlement Date. The failure of any Lender may request to make available to the recipient Funding Agent its Pro Rata Share of such Revolving Loans shall not relieve any other Lender of its obligation hereunder to make available to the Funding Agent such other Lender's Pro Rata Share of such Revolving Loans on the day funds are to be made available to repay such Swing Loans. If either Borrower tofails to repay any Swing Loan made to such Borrower within one (1) Business Day after demand therefor by the Swing Bank or the Funding Agent, and in any event upon request by the Swing Lender the recipient Borrower shallBank, promptly request an Advance from all Revolving Credit Lenders, and apply the proceeds of such Advance to the repayment of such Swing Loan not later than the Business Day following the Swing Lender’s request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business Days after demand is made by the Swing Lender and (b) the Revolving Termination Date, the Borrower agrees that each Swing Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender shall irrevocably and unconditionally purchase from the Swing LenderBank, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit other Lender’s 's Pro Rata Share of the Swing Loan thereof and promptly shall pay such amount to such the Swing Lender Bank in New York, New York in Dollars and in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds). Such payment shall be made by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due amount is not paid to the Swing Lender from such Revolving Credit Lender pursuant to this Section 2.16(c)Bank by any Lender, the Swing Lender shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan.the

Repayment of Swing Loans. Each Swing Loan shall be paid in full by the Borrower on the date selected by the Administrative Agent and communicated to the Borrower when such Swing Loan is made which date shall in any event be not less than three (3) Business days after the date the Lender makes such Swing Loan. At any time after making that there shall exist a Defaulting Lender, immediately upon the request of the Swing Line Lender, the Borrower shall repay the outstanding Swing Loans in an amount sufficient to eliminate any Fronting Exposure in respect of such Swing Loans. Further, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Loan, require each Lender to fund the participation acquired by such Lender pursuant to Section 2.07(d) or require each Lender (including the Swing Lender may request Line Lender) to make a Revolving Loan in the recipient Borrower to, and upon request by the Swing Lender the recipient Borrower shall, promptly request an Advance from all Revolving Credit Lenders, and apply the proceeds amount of such Advance to the repayment Lender’s Percentage of such Swing Loan not (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Swing Loan. Not later than the Business Day following the Swing Lender’s request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business Days after demand is made by the Swing Lender and (b) the Revolving Termination Date, the Borrower agrees that each Swing Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of 12:00 noon on the date of such conversionany notice received pursuant to this Section 2.07(e), and each Revolving Credit Lender shall irrevocably and unconditionally purchase from the Swing Lenderfund its participation or make available its required Revolving Loan, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s Pro Rata Share of the Swing Loan and promptly pay such amount to such Swing Lender each case in immediately available funds funds, at Administrative Agent’s office in Chicago, Illinois (or, or such other location designated by Administrative Agent). Revolving Loans made pursuant to this Section 2.07(e) shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Term Benchmark Loans in the case of participations manner provided in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds). Such payment shall be made by Section 2.06 and subject to the other Revolving Credit Lenders whether or not conditions and limitations set forth in this Section 2. Unless a Default is then continuing or Lender shall have notified the Swing Line Lender, prior to the Swing Line Lender’s making any other Swing Loan, that any applicable condition precedent set forth in Sections 7.01 had not then been satisfied, such Xxxxxx’s obligation to make Revolving Loans pursuant to this Section 4.4 is then met 2.07(e) to repay Swing Loans or to fund the participation acquired pursuant to Section 2.07(d) shall be unconditional, continuing, irrevocable and whether absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or not other right which such Borrower has then requested an Advance Lender may have against Borrower, the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in such amountthe condition (financial or otherwise) of Borrower, or (d) any other circumstances, happening or event whatsoever. If In the event that any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due payment to the Swing Lender from such Revolving Credit Lender pursuant to Administrative Agent of any amount due under this Section 2.16(c2.07(e), the Swing Lender interest shall be entitled to recover such amount, together with interest accrue thereon at the Federal Funds Effective Rate or for each day during the period commencing on the date of demand and ending on the date such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase amount is received and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Revolving Credit Lender under this Agreement. The failure Termination Date, Borrower shall repay in full the outstanding principal balance of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing LoanLoans.

Repayment of Swing Loans. At any time after making a Swing Loan, the Swing Lender may request the recipient Borrower to, and upon request by the Swing Lender the recipient Borrower shall, promptly request an Advance from all Revolving Credit Lenders, and apply the proceeds of such Advance to the repayment of such Swing Loan not later than the Business Day following the Swing Lender’s request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business Days after demand is made by the Swing Lender and (b) the Revolving Facility Termination Date, the Borrower agrees that each Swing Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender shall irrevocably and unconditionally purchase from the Swing Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s Pro Rata Share of the Swing Loan and promptly pay such amount to such Swing Lender in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds). Such payment shall be made by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 4.2 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due to the Swing Lender from such Revolving Credit Lender pursuant to this Section 2.16(c), the Swing Lender shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency Available Foreign Currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan.

Repayment of Swing Loans. At any time after making a Each Advance of the Swing LoanLoans shall be due and payable on the earliest of (i) seven (7) days from the date of such Advance, (ii) the date of the next Advance of the Revolving Loans, or (iii) the Initial Maturity Date; PROVIDED, HOWEVER, the Borrowers may prepay any Swing Loan Advance prior to the date it is due upon notice to the Swing Loan Lender may request not later than 1:00 p.m. (New York time) on the recipient Borrower todate of prepayment of such Advance. If such notice is given by a Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. If, and upon request by to the extent, any Swing Lender Loans shall be outstanding on the recipient Borrower shalldate of any Advance of the Revolving Loans, promptly request an Advance such Swing Loans shall be repaid from all Revolving Credit Lenders, and apply the proceeds of such Advance of the Revolving Loans prior to any distribution of such proceeds to the Borrowers. If, and to the extent, an PAGE 34 Advance of the Revolving Loans is not requested prior to earlier of (A) the Initial Maturity Date or (B) the last day of any such seven (7) day period from the date of any Advance of the Swing Loans, the Borrowers shall be deemed to have requested a Base Rate Loan on the Business Day immediately preceding the Initial Maturity Date or the last day of such seven (7) day period, as applicable, in the amount of the Swing Loans then outstanding, the proceeds of which shall be used to repay the Swing Loan Lender for such Swing Loans. In addition, the Swing Loan Lender may, at any time, in its sole discretion by written notice to the Borrowers and the Administrative Agent, require repayment of its Swing Loans by way of a Revolving Loan, in which case the Borrowers shall be deemed to have requested a Base Rate Advance of the Revolving Loans in the amount of such Swing Loan not later than the Loans; PROVIDED, HOWEVER, that any such demand shall be deemed to have been given one (1) Business Day following prior to the Swing Lender’s request. Notwithstanding the foregoing, Initial Maturity Date and upon the earlier occurrence of any Event of Default described in Section 9.1(j) or 9.1 (k) hereof and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 9.1(j) or 9.1(k) hereof or any other Event of Default, in accordance with the provisions of Section 9.2 hereof following an Event of Default (each such Revolving Loan made on account of any such deemed request therefor as provided herein being hereinafter referred to occur as a "MANDATORY BORROWING"). Each Lender hereby irrevocably agrees to make its Revolving Commitment Percentage of such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date, notwithstanding (aI) three Business Days after demand is the amount of Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (II) whether any conditions specified in Article 4 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for any such request or deemed request for Revolving Loans to be made by the Swing Lender and time otherwise required in Section 2.2, (bV) the date of such Mandatory Borrowing, or (VI) any reduction in the Revolving Termination DateLoan Commitment or termination of the Revolving Loan Commitment relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewith; PROVIDED, HOWEVER, that no Lender shall be required to make such Revolving Loans if, at the time that the Swing Loan Lender agreed to fund any Swing Loan Request, the Borrower Swing Loan Lender had knowledge of the existence of an Event of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any Insolvency Proceeding with respect to any of the Borrowers or any other obligor hereunder), then each Lender hereby agrees that each Swing Loan outstanding in any currency other than Dollars it shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined forthwith purchase (as of the date of the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such conversion, date and each Revolving Credit Lender shall irrevocably and unconditionally purchase prior to such purchase) from the Swing Lender, without recourse or warranty, an undivided interest and participation Loan Lender such participations in the outstanding Swing Loans as shall be necessary to cause each such Lender to share in such Swing Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Revolving Loan in an amount equal Commitment pursuant to such Revolving Credit Lender’s Pro Rata Share Section 9.2), provided that (A) all interest payable on the Swing Loans shall be for the account of the Swing Loan Lender until the date as of which the respective participation is purchased, and promptly pay such amount to such Swing Lender in immediately available funds (or, in B) at the case time any purchase of participations in Swing Loans denominated in an Available Foreign Currency other than Eurospursuant to this sentence is actually made, same day funds). Such payment the PAGE 35 purchasing Lender shall be made required to pay (to the extent not paid by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due Borrowers) to the Swing Loan Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such Revolving Credit Lender pursuant to this Section 2.16(c), the Swing Lender shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafterparticipation, at the rate applicable to such Loanequal to, payable if paid within two (i2) on demandBusiness Days of the date of the Mandatory Borrowing, (ii) by setoff against any payments made the Federal Funds Rate, and thereafter at a rate equal to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing LoanBase Rate.

Repayment of Swing Loans. At any time after making a Swing Loan, the Swing Lender may request the recipient The applicable Borrower to, and upon request by the Swing Lender the recipient Borrower shall, promptly request an Advance from all Revolving Credit Lenders, and apply the proceeds of such Advance to the repayment of such shall repay each ------------------------ Swing Loan not later than the Business Day following the Swing Lender’s request. Notwithstanding the foregoing, upon on the earlier to occur of (a) three Business Days after demand the date that is made by the Swing Lender Termination Date and (b) the Revolving Termination Date, date that is five (5) days after the Borrower agrees that each Swing Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount making of each such Swing Loan determined as of and if, for any reason the date of such conversion, and each Revolving Credit Lender shall irrevocably and unconditionally purchase from the Swing Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s Pro Rata Share Dollar Amount of the Swing Loans exceed $10,000,000 in the aggregate, the applicable Borrowers or the Company on behalf of such Borrowers shall immediately make a repayment of the Swing Loans (allocated to all of the outstanding Swing Loans in the order of their maturity beginning with the Swing Loan which has been outstanding longest) such that the aggregate Dollar Amount of the Swing Loans does not exceed $10,000,000; provided, however, that nothing in this Section 2.1.2 shall be -------- ------- ------------- construed as limiting or modifying the obligation of any Borrower to repay any or all of the outstanding Swing Loans at any earlier time in accordance with the terms of this Agreement. Outstanding Swing Loans may be repaid from the proceeds of Loans or from the proceeds of Swing Loans. Any repayment of the Swing Loans shall be accompanied by accrued interest thereon and promptly pay shall be in the minimum Dollar Amount of $250,000 and increments of $50,000 in excess thereof. If a Borrower at any time fails to repay a Swing Loan on the applicable date when due, such Borrower shall be deemed to have elected to borrow an Alternate Base Rate Advance consisting of Revolving Loans from the Lenders, as of such due date equal in amount to the unpaid amount of the Swing Loans, and interest thereon, due on such Swing Lender in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds)due date. Such payment Advance shall be made by (notwithstanding the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth minimum amount of Advances as provided in Section 4.4 is then met 2.5.2) as of such due date, ------------- automatically, without further notice and whether or not without any requirement to satisfy the conditions precedent otherwise applicable to an Alternate Base Rate Advance if such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails shall have failed to make available to such requesting Swing Lender any amounts due payment to the Swing Lender from such Revolving Credit Lender pursuant to this Section 2.16(c), the Swing Lender shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender Agent for the account of the applicable Swing Loan Lender prior to such Revolving Credit Lender or (iii) by payment time. The proceeds of any such Alternate Base Rate Advance shall be used to repay the Swing Lender by the Administrative Agent of amounts otherwise payable Loans and interest thereon. If, for any reason, a Borrower fails to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid repay a Swing Loan on the applicable due date such payment is to be madeand, but no for any reason, the Lenders with a Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender Loan Percentage greater than zero are unable to make available or have no obligation to make an Advance, then such Swing Loans shall bear interest from and after such day, until paid in full, at the Swing Lender its Pro Rata Share of any unpaid Swing Loaninterest rate then applicable to Alternate Base Rate Advances.

Repayment of Swing Loans. At any time after making On at least a Swing Loanweekly or more frequent basis, on a settlement date to be selected by the Funding Agent in its sole discretion (the "Settlement Date"), the Borrower shall promptly borrow Revolving Loans from all the Lenders pursuant to Section 2.01 or the following sentence (irrespective of the satisfaction of the conditions in Section 5.02 or the requirement to deliver a Notice of Borrowing in Section 2.01(b) which conditions and requirement, for the purposes of the repayment of Swing Loans to the Swing Bank, the Lenders irrevocably waive) and hereby authorizes the Funding Agent to apply the proceeds of such Revolving Loans to the repayment of any Swing Loans then outstanding. To the extent the Funding Agent receives any amounts in repayment of outstanding Revolving Loans prior to such Settlement Date which it has not paid to the Lenders pursuant to Section 3.02(a), the Funding Agent shall be entitled to advance such amounts as additional Revolving Loans of the Lenders (in accordance with their respective Pro Rata Shares) to repay any Swing Loans outstanding on such Settlement Date. The failure of any Lender may request to make available to the recipient Funding Agent its Pro Rata Share of such Revolving Loans shall not relieve any other Lender of its obligation hereunder to make available to the Funding Agent such other Lender's Pro Rata Share of such Revolving Loans on the day funds are to be made available to repay such Swing Loans. If the Borrower tofails to repay any Swing Loan made to the Borrower within one (1) Business Day after demand therefor by the Swing Bank or the Funding Agent, and in any event upon request by the Swing Lender the recipient Borrower shallBank, promptly request an Advance from all Revolving Credit Lenders, and apply the proceeds of such Advance to the repayment of such Swing Loan not later than the Business Day following the Swing Lender’s request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business Days after demand is made by the Swing Lender and (b) the Revolving Termination Date, the Borrower agrees that each Swing Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender shall irrevocably and unconditionally purchase from the Swing LenderBank, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit other Lender’s 's Pro Rata Share of the Swing Loan thereof and promptly shall pay such amount to such the Swing Lender Bank in New York, New York in Dollars and in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds). Such payment shall be made by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due amount is not paid to the Swing Lender from such Revolving Credit Lender pursuant to this Section 2.16(c)Bank by any Lender, the Swing Lender Bank shall be entitled to recover such amount, amount on demand from such Lender together with accrued interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency thereon, for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on each day from the date such payment is to be madeof demand therefor, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan.if

Repayment of Swing Loans. (A) At any time after making a Swing Loan, the Swing Lender Agent may request the recipient Borrower Borrowers to, and upon request by the Swing Lender Agent the recipient Borrower Borrowers shall, promptly request an Advance a Revolving Credit Loan from all Revolving Credit Lenders, the Lenders and apply the proceeds of such Advance Revolving Credit Loan to the repayment of such any Swing Loan owing by the Borrowers not later than the Business Day following the Swing Lender’s Agent's request. Notwithstanding the foregoing, upon the earlier earliest to occur of (a) three 12 noon, Detroit time, on the sixth Business Days Day after a Swing Loan is made, (b) one Business Day after demand is made by the Swing Lender Agent, and (bc) the Revolving Termination Date, the Borrower agrees that each Swing Loan outstanding in any currency Lender (other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender Agent) shall irrevocably and unconditionally purchase from the Swing LenderAgent, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s 's Pro Rata Share of the such Swing Loan and promptly pay such amount to such Swing Lender the Agent in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds). Such payment shall be made by the other Revolving Credit Lenders whether or not a Default or Unmatured Default is then continuing or any other condition precedent set forth in Section 4.4 4.2 is then met and whether or not such Borrower has the Borrowers have then requested an Advance in such amount; and such Swing Loan shall thereupon be deemed to be a Floating Rate Advance hereunder made on the date of such purchase (except, as aforesaid, with respect to the existence of any Default or Unmatured Default or the meeting of any condition precedent specified in Section 4.2 on such date). If any Revolving Credit Lender fails to make available to such requesting Swing Lender the Agent any amounts due to the Swing Lender from such Revolving Credit Lender Agent pursuant to this Section 2.16(c)Section, the Swing Lender Agent shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such LoanFloating Rate, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender Agent for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender Agent by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender the Agent its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender Agent its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender Agent its Pro Rata Share of any unpaid Swing Loan. (B) Upon the making of any Advance, any Swing Loan then outstanding shall be repaid in full, and the Borrowers hereby irrevocably authorize the Agent to apply all or any necessary portion of the proceeds of any such Advance to the repayment of any Swing Loan then outstanding. 2.2.

Repayment of Swing Loans. At any time after making a Each Swing Loan advance shall be due and payable on the earliest of (A) seven (7) days from the date of advance thereof, (B) the date of the next Revolving Credit Loan, or (C) the Swing Lender may request Maturity Date or any earlier date on which the recipient Borrower toTotal Commitment is terminated. If, and upon request by to the extent, any Swing Lender Loan advances shall be outstanding on the recipient Borrower shall, promptly request an Advance from all date of any Revolving Credit LendersLoan, and apply such Swing Loans shall first be repaid from the proceeds of such Advance Revolving Credit Loan prior to distribution to the repayment Borrower. If, and to the extent, Revolving Credit Loans are not requested prior to the Maturity Date or any earlier date on which the Total Commitment is terminated or the end of any such seven (7) day period from the date of any such Swing Loan advance, the Borrower shall be deemed to have requested a Revolving Credit Loan comprised solely of Alternative Base Rate Loans in the amount of such Swing Loan not later than advance then outstanding, the proceeds of which shall be used to repay the relevant Co-Agent for such Swing Loan. In addition, the Co-Agent that made such Swing Loan may, at any time, in its sole discretion by written notice to the Borrower, require repayment of its Swing Loans by way of a Revolving Credit Loan, in which case the Borrower shall be deemed to have requested a Revolving Credit Loan comprised solely of Alternative Base Rate Loans in the amount of such Swing Loans; provided, however, that any such demand shall be deemed to have been given one Business Day following prior to the Swing Lender’s request. Notwithstanding the foregoing, Maturity Date and upon the earlier occurrence of any Event of Default described in Section 12.1(h) or Section 12.1(i) and also upon acceleration of the Obligations hereunder, whether on account of an Event of Default described in Section 12.1(h) or Section 12.1(i) or any other Event of Default, and upon the exercise of remedies in accordance with the provisions of Section 12 hereof following an Event of Default (each such Revolving Credit Loan made on account of any such deemed request therefor as provided herein being hereinafter referred to occur as a "Mandatory Borrowing"). Each Bank hereby irrevocably agrees to make such Revolving Credit Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (aI) three Business Days after demand is the amount of Mandatory Borrowing may not comply with the minimum amount of advances of Revolving Credit Loans otherwise required hereunder, (II) whether any conditions specified in Section 11 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 Credit Loan to be made by the Swing Lender and time otherwise required in Section 2.7, (bV) the date of the Mandatory Borrowing, or (VI) any reduction in the Total Commitment or termination of the Commitments relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Bank shall be required to make such Revolving Termination DateCredit Loans if, at the time that one of the Co-Agents agreed to fund any Swing Loan Request, the Borrower agrees Co-Agent that each Swing Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each made such Swing Loan determined had actual knowledge of the existence of a Default. 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 the Borrower or any other obligor hereunder), then each Bank hereby agrees that it shall forthwith purchase (as of the date of such conversionthe Mandatory Borrowing would otherwise have occurred, and each Revolving Credit Lender shall irrevocably and unconditionally purchase but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Co-Agent that made such Swing Lender, without recourse or warranty, an undivided interest and participation Loan such participations in the outstanding Swing Loans as shall be necessary to cause each such Bank to share in such Swing Loan in an amount equal Loans ratably based upon its respective Commitment (determined before giving effect to such Revolving Credit Lender’s Pro Rata Share any termination of the Commitments pursuant to Section 12.2), provided that (A) all interest payable on the Swing Loans shall be for the account of the Co-Agent that made such Swing Loan until the date as of which the respective participation is purchased, and promptly pay such amount to such Swing Lender in immediately available funds (or, in B) at the case time any purchase of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds). Such payment shall be made by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due to the Swing Lender from such Revolving Credit Lender pursuant to this Section 2.16(c)sentence is actually made, the Swing Lender purchasing Bank shall be entitled required to recover pay to the Co-Agent that made such amountSwing Loan interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, together with interest thereon at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate or such other local cost of funds Rate, and thereafter at a rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made equal to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing LoanAlternative Base Rate.

Repayment of Swing Loans. (i) At any time after making a Swing Loan, the Swing Lender may request the recipient Borrower to, and upon request by the Swing Lender the recipient Borrower shall, promptly request an Advance from all Revolving Credit Lenders, and apply the proceeds of such Advance to the repayment of such Swing Loan not later than the Business Day following the Swing Lender’s request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business Days after demand is made by the Swing Lender and (b) the 2022 Revolving Termination Date, the Borrower agrees that each Swing Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender shall irrevocably and unconditionally purchase from the Swing Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s Pro Rata Share of the Swing Loan and promptly pay such amount to such Swing Lender in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds). Such payment shall be made by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due to the Swing Lender from such Revolving Credit Lender pursuant to this Section 2.16(c), the Swing Lender shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan.

Repayment of Swing Loans. At any time after making a Each Advance of the Swing LoanLoans shall be due and payable on the earliest of (i) seven (7) days from the date of such Advance, (ii) the date of the next Advance of the Revolving Loans, or (iii) the Initial Maturity Date; PROVIDED, HOWEVER, the Borrower may prepay any Swing Loan Advance prior to the date it is due upon notice to the Swing Loan Lender may request not later than 1:00 p.m. (New York time) on the recipient date of prepayment of such Advance. If such notice is given by the Borrower, the Borrower toshall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. If, and upon request by to the extent, any Swing Lender Loans shall be outstanding on the recipient Borrower shalldate of any Advance of the Revolving Loans, promptly request an Advance such Swing Loans shall be repaid from all Revolving Credit Lenders, and apply the proceeds of such Advance of the Revolving Loans prior to any distribution of such proceeds to the Borrower. If, and to the extent, an Advance of the Revolving Loans is not requested prior to earlier of (A) the Initial Maturity Date or (B) the last day of any such seven (7) day period from the date of any Advance of the Swing Loans, the Borrower shall be deemed to have requested a Base Rate Loan on the Business Day immediately preceding the Initial Maturity Date or the last day of such seven (7) day period, as applicable, in the amount of the Swing Loans then outstanding, the proceeds of which shall be used to repay the Swing Loan Lender for such Swing Loans. In addition, the Swing Loan Lender may, at any time, in its sole discretion by written notice to the Borrower and the Administrative Agent, require repayment of its Swing Loans by way of a Revolving Loan, in which case the Borrower shall be deemed to have requested a Base Rate Advance of the Revolving Loans in the amount of such Swing Loan not later than the Loans; PROVIDED, HOWEVER, that any such demand shall be deemed to have been given one (1) Business Day following prior to the Swing Lender’s request. Notwithstanding the foregoing, Initial Maturity Date and upon the earlier occurrence of any Event of Default described in Section 9.1(j) or 9.1(k) hereof and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 9.1(j) or 9.1(k) hereof or any other Event of Default, in accordance with the provisions of Section 9.2 hereof following an Event of Default (each such Revolving Loan made on account of any such deemed request therefor as provided herein being hereinafter referred to occur as a "MANDATORY BORROWING"). Each Lender hereby irrevocably agrees to make its Revolving Commitment Percentage of such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date, notwithstanding (aI) three Business Days after demand is the amount of Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (II) whether any conditions specified in Article 4 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for any such request or deemed request for Revolving Loans to be made by the Swing Lender and time otherwise required in Section 2.2, (bV) the date of such Mandatory Borrowing, or (VI) any reduction in the Revolving Termination DateLoan Commitment or termination of the Revolving Loan Commitment relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewith; PROVIDED, HOWEVER, that no Lender shall be required to make such Revolving Loans if, at the time that the Swing Loan Lender agreed to fund any Swing Loan Request, the Swing Loan Lender had knowledge of the existence of an Event of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any Insolvency Proceeding with respect to the Borrower or any other obligor hereunder), then each Lender hereby agrees that each Swing Loan outstanding in any currency other than Dollars it shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined forthwith purchase (as of the date of the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such conversion, date and each Revolving Credit Lender shall irrevocably and unconditionally purchase prior to such purchase) from the Swing Lender, without recourse or warranty, an undivided interest and participation Loan Lender such participations in the outstanding Swing Loans as shall be necessary to cause each such Lender to share in such Swing Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Revolving Loan in an amount equal Commitment pursuant to such Revolving Credit Lender’s Pro Rata Share Section 9.2), provided that (A) all interest payable on the Swing Loans shall be for the account of the Swing Loan Lender until the date as of which the respective participation is purchased, and promptly pay such amount to such Swing Lender in immediately available funds (or, in B) at the case time any purchase of participations in Swing Loans denominated in an Available Foreign Currency other than Eurospursuant to this sentence is actually made, same day funds). Such payment the purchasing Lender shall be made required to pay (to the extent not paid by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due Borrower) to the Swing Loan Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such Revolving Credit Lender pursuant to this Section 2.16(c), the Swing Lender shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafterparticipation, at the rate applicable to such Loanequal to, payable if paid within two (i2) on demandBusiness Days of the date of the Mandatory Borrowing, (ii) by setoff against any payments made the Federal Funds Rate, and thereafter at a rate equal to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing LoanBase Rate.

Repayment of Swing Loans. At any time after making a Swing Loan, the Swing Lender may request the recipient The applicable Borrower to, and upon request by the Swing Lender the recipient Borrower shall, promptly request an Advance from all Revolving Credit Lenders, and apply the proceeds of such Advance to the repayment of such shall repay each ------------------------ Swing Loan not later than the Business Day following the Swing Lender’s request. Notwithstanding the foregoing, upon on the earlier to occur of (a) three Business Days after demand the date that is made by the Swing Lender Termination Date and (b) the Revolving Termination Date, date that is five (5) days after the Borrower agrees that each Swing Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount making of each such Swing Loan determined as of and if, for any reason the date of such conversion, and each Revolving Credit Lender shall irrevocably and unconditionally purchase from the Swing Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s Pro Rata Share Dollar Amount of the Swing Loans exceed $10,000,000 in the aggregate, the applicable Borrowers or the Company on behalf of such Borrowers shall immediately make a repayment of the Swing Loans (allocated to all of the outstanding Swing Loans in the order of their maturity beginning with the Swing Loan which has been outstanding longest) such that the aggregate Dollar Amount of the Swing Loans does not exceed $10,000,000; provided, however, -------- ------- that nothing in this Section 2.1.2 shall be construed as limiting or modifying ------------- the obligation of any Borrower to repay any or all of the outstanding Swing Loans at any earlier time in accordance with the terms of this Agreement. Outstanding Swing Loans may be repaid from the proceeds of Loans or from the proceeds of Swing Loans. Any repayment of the Swing Loans shall be accompanied by accrued interest thereon and promptly pay shall be in the minimum Dollar Amount of $250,000 and increments of $50,000 in excess thereof. If a Borrower at any time fails to repay a Swing Loan on the applicable date when due, such Borrower shall be deemed to have elected to borrow an Alternate Base Rate Advance consisting of Revolving Loans from the Lenders, as of such due date equal in amount to the unpaid amount of the Swing Loans, and interest thereon, due on such Swing Lender in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds)due date. Such payment Advance shall be made by (notwithstanding the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth minimum amount of Advances as provided in Section 4.4 is then met 2.5.2) as of such due date, automatically, without further ------------- notice and whether or not without any requirement to satisfy the conditions precedent otherwise applicable to an Alternate Base Rate Advance if such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails shall have failed to make available to such requesting Swing Lender any amounts due payment to the Swing Lender from such Revolving Credit Lender pursuant to this Section 2.16(c), the Swing Lender shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender Agent for the account of the applicable Swing Loan Lender prior to such Revolving Credit Lender or (iii) by payment time. The proceeds of any such Alternate Base Rate Advance shall be used to repay the Swing Lender by the Administrative Agent of amounts otherwise payable Loans and interest thereon. If, for any reason, a Borrower fails to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid repay a Swing Loan on the applicable due date such payment is to be madeand, but no for any reason, the Lenders with a Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender Loan Percentage greater than zero are unable to make available or have no obligation to make an Advance, then such Swing Loans shall bear interest from and after such day, until paid in full, at the Swing Lender its Pro Rata Share of any unpaid Swing Loaninterest rate then applicable to Alternate Base Rate Advances.

Repayment of Swing Loans. At any time after making a Swing Loan, the Swing Lender Agent may request the recipient a Borrower to, and upon request by the Swing Lender the recipient Agent such Borrower shall, promptly request an Advance a Revolving Credit Loan from all the Revolving Credit Lenders, Lenders and apply the proceeds of such Advance Revolving Credit Loan to the repayment of such any Swing Loan owing by such Borrower not later than the three Business Day Days following the Swing Lender’s Agent's request. Notwithstanding the foregoing, upon the earlier earliest to occur of (a) three one Business Days Day after demand is made by the Swing Lender and Agent, (b) the date a Swing Loan is to be refunded with a Revolving Credit Loan, and (c) the Termination Date, the Borrower agrees that each Swing Loan outstanding in any currency other than Dollars a Eurocurrency shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender (other than the Agent) shall irrevocably and unconditionally purchase from the Swing LenderAgent, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s 's Pro Rata Share of the such Swing Loan and promptly pay such amount to such Swing Lender the Agent in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds). Such payment shall be made by the other Revolving Credit Lenders whether or not a Default or Event of Default is then continuing or any other condition precedent set forth in Section 4.4 4.2 is then met and whether or not such the Borrower has then requested an Advance in such amount; and such Swing Loan shall thereupon be deemed to be a Floating Rate Advance hereunder made on the date of such purchase (except, as aforesaid, with respect to the existence of any Default or Event of Default or the meeting of any condition precedent specified in Section 4.2 on such date). If any Revolving Credit Lender fails to make available to such requesting Swing Lender the Agent any amounts due to the Swing Lender from such Revolving Credit Lender Agent pursuant to this Section 2.16(c)Section, the Swing Lender Agent shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such LoanFloating Rate, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender Agent for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender Agent by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender the Agent its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender Agent its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender Agent its Pro Rata Share of any unpaid Swing Loan.

Repayment of Swing Loans. At any time after making a Swing Loan, the Swing Lender may request the recipient Borrower to, and upon request by the Swing Lender the recipient Borrower shall, promptly request an Advance from all Revolving Credit Lenders, and apply the proceeds of such Advance to the repayment of such Swing Loan not later than the Business Day following the Swing Lender’s request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business 509265-1946-Active.21307007.121307007.7 Days after demand is made by the Swing Lender and (b) the Revolving Termination Date, the Borrower agrees that each Swing Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender shall irrevocably and unconditionally purchase from the Swing Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s Pro Rata Share of the Swing Loan and promptly pay such amount to such Swing Lender in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds). Such payment shall be made by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due to the Swing Lender from such Revolving Credit Lender pursuant to this Section 2.16(c), the Swing Lender shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan.

Repayment of Swing Loans. (i) At or prior to 9 a.m., Chicago time, on any time Business Day after making a Swing Loan, the Swing Lender BAI may request the recipient Borrower to, and upon such request by the Swing Lender the recipient Borrower shall, promptly request an Advance borrow Revolving Loans from all Revolving Credit Lenders, the Banks and apply the proceeds of such Advance Revolving Loans to the repayment of such the principal amount of any Swing Loan owing by the Borrower not later than the Business Day following such request; PROVIDED that any such request made after 9 a.m., Chicago time, on any Business Day, shall be deemed to have been made prior to 9 a.m., Chicago time, on the Swing Lender’s requestimmediately succeeding Business Day. Notwithstanding the foregoing, upon the earlier to occur of (aA) three one Business Days Day after demand is made by BAI upon each Bank (of which demand BAI or the Swing Lender Administrative Agent shall notify the Borrower) and (bB) the Revolving Termination Date, the Borrower agrees that each Swing Loan outstanding in any currency Bank (other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender BAI) shall irrevocably and unconditionally purchase from the Swing LenderBAI, without recourse or warranty, an undivided interest and participation in such the Swing Loan Loans in an amount equal to such Revolving Credit Lender’s Pro Rata Share of the Swing Loan Bank's Percentage thereof, and each Bank shall promptly pay such amount to such Swing Lender the Administrative Agent, for the sole account of BAI, in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds). Such payment shall be made by the other Revolving Credit Lenders Banks whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 SECTION 4.01 is then met and whether or not such the Borrower has then requested an Advance in such amount; and each such Swing Loan shall thereupon be deemed to be a Floating Rate Advance hereunder made on the date of such purchase (notwithstanding, as aforesaid, the existence of any Default or the failure to meet any condition precedent specified in SECTION 4.01 on such date). If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due and to the Swing Lender from extent that any such Revolving Credit Lender pursuant payment is not in fact made to this Section 2.16(c)the Administrative Agent by any Bank, the Swing Lender Borrower and such Bank shall be entitled jointly and severally liable to recover BAI for such amountpayment, such amount to be payable on demand together with accrued interest thereon from the due date therefor until the date such amount is paid to the Administrative Agent (x) in the case of the Borrower, at the Floating Rate and (y) in the case of such Bank, at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender Bank receives notice of such required purchase and thereafter, thereafter at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this AgreementFloating Rate. The failure of any Revolving Credit Lender Bank to make available pay such amount to such Swing Lender its Pro Rata Share of any unpaid Swing Loan the Administrative Agent shall not relieve any other Revolving Credit Lender Bank of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date pay such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loanamount hereunder.

Repayment of Swing Loans. At any time after making On at least a Swing Loanweekly or more frequent basis, on a settlement date to be selected by the Funding Agent in its sole discretion (the "Settlement Date"), the Borrower shall promptly borrow Revolving Loans from all the Revolving Credit Lenders pursuant to Section 2.01 or the following sentence (irrespective of the satisfaction of the conditions in Section 5.02 or the requirement to deliver a Notice of Borrowing in Section 2.01(b) which conditions and requirement, for the purposes of the repayment of Swing Loans to the Swing Bank, the Revolving Credit Lenders irrevocably waive) and hereby authorizes the Funding Agent to apply the proceeds of such Revolving Loans to the repayment of any Swing Loans then outstanding. To the extent the Funding Agent receives any amounts in repayment of outstanding Revolving Loans prior to such Settlement Date which it has not paid to the Revolving Credit Lenders pursuant to Section 3.02(a), the Funding Agent shall be entitled to advance such amounts as additional Revolving Loans of the Revolving Credit Lenders (in accordance with their respective Pro Rata Shares) to repay any Swing Loans outstanding on such Settlement Date. The failure of any Revolving Credit Lender may request to make available to the recipient Funding Agent its Pro Rata Share of such Revolving Loans shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Funding Agent such other Revolving Credit Lender's Pro Rata Share of such Revolving Loans on the day funds are to be made available to repay such Swing Loans. If the Borrower tofails to repay any Swing Loan made to the Borrower within one (1) Business Day after demand therefor by the Swing Bank or the Funding Agent, and in any event upon request by the Swing Lender the recipient Borrower shallBank, promptly request an Advance from all Revolving Credit Lenders, and apply the proceeds of such Advance to the repayment of such Swing Loan not later than the Business Day following the Swing Lender’s request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business Days after demand is made by the Swing Lender and (b) the Revolving Termination Date, the Borrower agrees that each Swing Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender shall irrevocably and unconditionally purchase from the Swing LenderBank, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such other Revolving Credit Lender’s 's Pro Rata Share of the Swing Loan thereof and promptly shall pay such amount to such the Swing Lender Bank in New York, New York in Dollars and in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds). Such payment shall be made by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 is then met and whether or not such Borrower has then requested an Advance in such amount. If such amount is not paid to the Swing Bank by any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due to the Swing Lender from such Revolving Credit Lender pursuant to this Section 2.16(c)Lender, the Swing Lender Bank shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after amount on demand from such Revolving Credit Lender receives notice together with accrued interest thereon, for each day from the date of such required purchase and thereafterdemand therefor, at the rate applicable if made prior to such Loan, payable 12:00 noon (iNew York time) on demandany Business Day, (ii) by setoff against any payments or, if made to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve at any other Revolving Credit Lender of its obligation hereunder to make available to time, from the Swing Lender its Pro Rata Share of any unpaid Swing Loan on next Business Day following the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan.of

Repayment of Swing Loans. At any time after making a Each Advance of the Swing LoanLoans shall be due and payable on the earliest of (i) seven (7) days from the date of such Advance, (ii) the date of the next Advance of the Revolving Loans, or (iii) the Initial Maturity Date; provided, however, the Borrower may prepay any Swing Loan Advance prior to the date it is due upon notice to the Swing Loan Lender may request not later than 1:00 p.m. (New York time) on the recipient date of prepayment of such Advance. If such notice is given by the Borrower, the Borrower toshall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. If, and upon request by to the extent, any Swing Lender Loans shall be outstanding on the recipient Borrower shalldate of any Advance of the Revolving Loans, promptly request an Advance such Swing Loans shall be repaid from all Revolving Credit Lenders, and apply the proceeds of such Advance of the Revolving Loans prior to any distribution of such proceeds to the Borrower. If, and to the extent, an Advance of the Revolving Loans is not requested prior to earlier of (A) the Initial Maturity Date or (B) the last day of any such seven (7) day period from the date of any Advance of the Swing Loans, the Borrower shall be deemed to have requested a Base Rate Loan on the Business Day immediately preceding the Initial Maturity Date or the last day of such seven (7) day period, as applicable, in the amount of the Swing Loans then outstanding, the proceeds of which shall be used to repay the Swing Loan Lender for such Swing Loans. In addition, the Swing Loan Lender may, at any time, in its sole discretion by written notice to the Borrower and the Administrative Agent, require repayment of its Swing Loans by way of a Revolving Loan, in which case the Borrower shall be deemed to have requested a Base Rate Advance of the Revolving Loans in the amount of such Swing Loan not later than the Loans; provided, however, that any such demand shall be deemed to have been given one (1) Business Day following prior to the Swing Lender’s request. Notwithstanding the foregoing, Initial Maturity Date and upon the earlier occurrence of any Event of Default described in Section 9.1(i) or 9.1(j) hereof and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 9.1(i) or 9.1(j) hereof or any other Event of Default, in accordance with the provisions of Section 9.2 hereof following an Event of Default (each such Revolving Loan made on account of any such deemed request therefor as provided herein being hereinafter referred to occur as a “Mandatory Borrowing”). Each Lender hereby irrevocably agrees to make its Revolving Commitment Percentage of such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date, notwithstanding (aI) three Business Days after demand is the amount of Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (II) whether any conditions specified in Article 4 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for any such request or deemed request for Revolving Loans to be made by the Swing Lender and time otherwise required in Section 2.2, (bV) the date of such Mandatory Borrowing, or (VI) any reduction in the Revolving Termination DateLoan Commitment or termination of the Revolving Loan Commitment relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewith; provided, however, that no Lender shall be required to make such Revolving Loans if, at the time that the Swing Loan Lender agreed to fund any Swing Loan Request, the Swing Loan Lender had knowledge of the existence of an Event of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any Insolvency Proceeding with respect to the Borrower or any other obligor hereunder), then each Lender hereby agrees that each Swing Loan outstanding in any currency other than Dollars it shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined forthwith purchase (as of the date of the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such conversion, date and each Revolving Credit Lender shall irrevocably and unconditionally purchase prior to such purchase) from the Swing Lender, without recourse or warranty, an undivided interest and participation Loan Lender such participations in the outstanding Swing Loans as shall be necessary to cause each such Lender to share in such Swing Loans ratably based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Revolving Loan in an amount equal Commitment pursuant to such Revolving Credit Lender’s Pro Rata Share Section 9.2), provided that (A) all interest payable on the Swing Loans shall be for the account of the Swing Loan Lender until the date as of which the respective participation is purchased, and promptly pay such amount to such Swing Lender in immediately available funds (or, in B) at the case time any purchase of participations in Swing Loans denominated in an Available Foreign Currency other than Eurospursuant to this sentence is actually made, same day funds). Such payment the purchasing Lender shall be made required to pay (to the extent not paid by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due Borrower) to the Swing Loan Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such Revolving Credit Lender pursuant to this Section 2.16(c)participation, at the Swing Lender shall be entitled to recover such amountrate equal to, together with interest thereon at if paid within two (2) Business Days of the date of the Mandatory Borrowing, the Federal Funds Effective Rate or such other local cost of funds Rate, and thereafter at a rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made equal to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing LoanBase Rate.

Repayment of Swing Loans. At any time after making a Each Advance of the Swing LoanLoans shall be due and payable on the earliest of (i) seven (7) days from the date of such Advance, (ii) the date of the next Advance of the Revolving Loans, or (iii) the Maturity Date; PROVIDED, HOWEVER, the Borrower may prepay any Swing Loan Advance prior to the date it is due upon notice to the Swing Loan Lender may request not later than 1:00 p.m. (New York time) on the recipient date of prepayment of such Advance. If such notice is given by the Borrower, the Borrower toshall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. If, and upon request by to the extent, any Swing Lender Loans shall be outstanding on the recipient Borrower shalldate of any Advance of the Revolving Loans, promptly request an Advance such Swing Loans shall be repaid from all Revolving Credit Lenders, and apply the proceeds of such Advance of the Revolving Loans prior to any distribution of such proceeds to the Borrower. If, and to the extent, an Advance of the Revolving Loans is not requested prior to earlier of (A) the Maturity Date or (B) the last day of any such seven (7) day period from the date of any Advance of the Swing Loans, the Borrower shall be deemed to have requested a Base Rate Loan on the Business Day immediately preceding the Maturity Date or the last day of such seven (7) day period, as applicable, in the amount of the Swing Loans then outstanding, the proceeds of which shall be used to repay the Swing Loan Lender for such Swing Loans. In addition, the Swing Loan Lender may, at any time, in its sole discretion by written notice to the Borrower and the Administrative Agent, require repayment of its Swing Loans by way of a Revolving Loan, in which case the Borrower shall be deemed to have requested a Base Rate Advance of the Revolving Loans in the amount of such Swing Loan not later than the Loans; PROVIDED, HOWEVER, that any such demand shall be deemed to have been given one (1) Business Day following prior to the Swing Lender’s request. Notwithstanding the foregoing, Maturity Date and upon the earlier occurrence of any Event of Default described in Section 9.1(j) or 9.1(k) hereof and also upon acceleration of the Obligations, whether on account of an Event of Default described in Section 9.1(j) or 9.1(k) hereof or any other Event of Default, in accordance with the provisions of Section 9.2 hereof following an Event of Default (each such Revolving Loan made on account of any such deemed request therefor as provided herein being hereinafter referred to occur as a "MANDATORY BORROWING"). Each Lender hereby irrevocably agrees to make its Commitment Percentage of such Revolving Loans promptly upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date, notwithstanding (aI) three Business Days after demand is the amount of Mandatory Borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required hereunder, (II) whether any conditions specified in Article 4 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure for any such request or deemed request for Revolving Loans to be made by the Swing Lender and time otherwise required in Section 2.2, (bV) the date of such Mandatory Borrowing, or (VI) any reduction in the Revolving Termination DateLoan Commitment or termination of the Revolving Loan Commitment relating thereto immediately prior to such Mandatory Borrowing or contemporaneously therewith; PROVIDED, HOWEVER, that no Lender shall be required to make such Revolving Loans if, at the time that the Swing Loan Lender agreed to fund any Swing Loan Request, the Swing Loan Lender had knowledge of the existence of an Event of Default or such Mandatory Borrowing would cause a Lender to exceed its Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any Insolvency Proceeding with respect to the Borrower or any other obligor hereunder), then each Lender hereby agrees that each Swing Loan outstanding in any currency other than Dollars it shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined forthwith purchase (as of the date of the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such conversion, date and each Revolving Credit Lender shall irrevocably and unconditionally purchase prior to such purchase) from the Swing Lender, without recourse or warranty, an undivided interest and participation Loan Lender such participations in the outstanding Swing Loans as shall be necessary to cause each such Lender to share in such Swing Loan in an amount equal Loans ratably based upon its respective Commitment Percentage (determined before giving effect to such Revolving Credit Lender’s Pro Rata Share any termination of the Commitments pursuant to Section 9.2), provided that (A) all interest payable on the Swing Loans shall be for the account of the Swing Loan Lender until the date as of which the respective participation is purchased, and promptly pay such amount to such Swing Lender in immediately available funds (or, in B) at the case time any purchase of participations in Swing Loans denominated in an Available Foreign Currency other than Eurospursuant to this sentence is actually made, same day funds). Such payment the purchasing Lender shall be made required to pay (to the extent not paid by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due Borrower) to the Swing Loan Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such Revolving Credit Lender pursuant to this Section 2.16(c), the Swing Lender shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafterparticipation, at the rate applicable to such Loanequal to, payable if paid within two (i2) on demandBusiness Days of the date of the Mandatory Borrowing, (ii) by setoff against any payments made the Federal Funds Rate, and thereafter at a rate equal to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender its Pro Rata Share of any unpaid Swing LoanBase Rate.

Repayment of Swing Loans. At any time after making a Swing Loan, the Swing Lender Agent may request the recipient such Borrower to, and upon request by the Swing Lender the recipient Agent such Borrower shall, promptly request an Advance from all Revolving Credit Lenders, Lenders to such Borrower and apply the proceeds of such Advance to the repayment of such any Swing Loan owing by such Borrower not later than the Business Day following the Swing Lender’s Agent's request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business Days after demand is made by the Swing Lender Agent, and (b) the Revolving Facility Termination Date, the each Lender to such Borrower agrees that each Swing Loan outstanding in any currency (other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender Agent) shall irrevocably and unconditionally purchase from the Swing LenderAgent, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Revolving Credit Lender’s 's Pro Rata Share of the such Swing Loan and promptly pay such amount to such Swing Lender the Agent in immediately available funds (or, in the case of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds)Same Day Funds. Such payment shall be made by the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition precedent set forth in Section 4.4 4.2 is then met and whether or not such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender the Agent, any amounts due to the Swing Lender Agent from such Revolving Credit Lender pursuant to this Section 2.16(c)Section, the Swing Lender Agent shall be entitled to recover such amount, together with interest thereon at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender Agent with respect to any Swing Loan denominated in any foreign currency Agreed Foreign Currency for the first three Business Days after such Revolving Credit Lender receives notice of such required purchase and thereafter, at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender Agent for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender Agent by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this Agreement. The failure of any Revolving Credit Lender to make available to such Swing Lender the Agent its Pro Rata Share of any unpaid Swing Loan shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Swing Lender Agent its Pro Rata Share of any unpaid Swing Loan on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Swing Lender Agent its Pro Rata Share of any unpaid Swing Loan.. 2.17

Repayment of Swing Loans. At any (A) From time after making a to time when Swing LoanLoans are outstanding, the Swing Lender may Lenders shall, at their discretion, notify the Collateral Agent of their request for repayment thereof, whereupon the recipient Borrower toCollateral Agent shall notify the Revolving Lenders of such request as set forth below. On the proposed purchase date set forth in such notice, and upon request by on the Swing Lender the recipient Borrower shall, promptly request an Advance from all Revolving Credit Lenders, and apply the proceeds of such Advance to the repayment of such Swing Loan not later than the Business Day following the Swing Lender’s request. Notwithstanding the foregoing, upon the earlier to occur of (a) three Business Days after demand is made by the Swing Lender and (b) the Revolving Termination Date, the Borrower agrees that each Swing Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Swing Loan determined as of the date of such conversion, and each Revolving Credit Lender shall irrevocably and unconditionally purchase from the such Swing LenderLender(s), without recourse or warranty, an undivided interest and participation in such Swing Loan to the extent of such Revolving Lender's Revolving Credit Pro Rata Share thereof. The aforesaid request by the Swing Lender shall be made by written notice to the Collateral Agent (which may be delivered by facsimile transmission) or telephone to the Collateral Agent (with written confirmation thereof by facsimile transmission), which notice shall specify a proposed purchase date and be delivered to the Collateral Agent no later than 12:00 noon at least one (1) Business Day in advance of such proposed purchase date. Promptly after receipt of such notice, the Collateral Agent shall notify the Revolving Lenders of the requested purchase and each Revolving Lender shall deposit an amount equal to such its Revolving Credit Lender’s Pro Rata Share of the applicable Swing Loan and promptly pay such amount to such Swing Lender with the Collateral Agent at its office in New York, New York, in immediately available funds not later than 1:00 p.m. (or, in New York time) on the case proposed purchase date. The Collateral Agent shall thereupon (regardless of participations in Swing Loans denominated in an Available Foreign Currency other than Euros, same day funds). Such payment shall be made by whether the other Revolving Credit Lenders whether or not a Default is then continuing or any other condition conditions precedent set forth in Section 4.4 is 6.02 are then met and whether or not satisfied) remit such Borrower has then requested an Advance in such amount. If any Revolving Credit Lender fails to make available to such requesting Swing Lender any amounts due amount to the Swing Lender(s) in immediately available funds. If such amount is not made available by any Revolving Lender from such Revolving Credit Lender pursuant to this Section 2.16(c)the Collateral Agent for remittance to the Swing Lender(s) as described above, the Swing Lender shall be entitled to recover such amountamount on demand from such Revolving Lender, together with accrued interest thereon thereon, for each day from the date of demand, at the Federal Funds Effective Rate or such other local cost of funds rate determined by the Swing Lender with respect to any Swing Loan denominated in any foreign currency for the first three Business Days after (3) days following the date such Revolving Credit Lender receives notice of such required purchase amount was due and thereafter, thereafter at the rate applicable to such Loan, payable (i) on demand, (ii) by setoff against any payments made to the Swing Lender for the account of such Revolving Credit Lender or (iii) by payment to the Swing Lender by the Administrative Agent of amounts otherwise payable to such Revolving Credit Lender under this AgreementBase Rate. The failure of any Revolving Credit Lender to make available pay such amount to such the Swing Lender its Pro Rata Share of any unpaid Swing Loan Lender(s) shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available the payment to be made by it. Upon the Swing purchase of a Revolving Lender its Pro Rata Share of a participation in any unpaid Swing Loan on the date pursuant to this Section 2.01(c)(iii), such payment is to be made, but no Revolving Credit Lender shall be responsible for deemed to have made a Revolving Loan in the failure amount of any other Revolving Credit Lender such participation, and such Swing Loan shall be deemed to make available to the Swing Lender its Pro Rata Share of any unpaid Swing Loanhave been repaid in such amount.