Common use of Prepayment and Repayment Clause in Contracts

Prepayment and Repayment. (i) Upon irrevocable prior written notice delivered to the Swing Line Lender prior to 12:00 p.m. (noon) (Eastern time) on the day of payment under this Section, the Borrower may repay a Swing Line Advance. In addition, upon demand of the Swing Line Lender, if such demand is delivered prior to 11:00 a.m. (Eastern time) on a Business Day, the Borrower shall on the following Business Day make a repayment of the Swing Line Loans then outstanding in the amount so requested by the Swing Line Lender; provided, however, that if such demand is delivered to the Borrower at or after 11:00 a.m. (Eastern time) on a Business Day, the Borrower shall on the second Business Day following receipt of such demand make such repayment. In order to facilitate repayment of the Swing Line Loans, the Borrower hereby irrevocably requests the Banks, and the Banks hereby severally agree, on the terms and conditions of this Agreement (other than as provided in Article 2 hereof with respect to the amounts of, the time of requests for, and the repayment of Advances hereunder and in Article 3 hereof with respect to conditions precedent to Advances hereunder), with respect to Swing Line Loans outstanding, upon request of the Swing Line Lender or the Borrower (including without limitation after any Default or Event of Default, but prior to the occurrence of an event described in clauses (g) or (h) of Section 8.1 hereof), to make an Advance to the Borrower in the amount of such outstandings, and to pay the proceeds of such Advance directly to the Administrative Agent to reimburse the Swing Line Lender for the amount of the Swing Line Loans then outstanding. Each Bank shall pay its share of such Advance by paying its portion of such Advance to the Administrative Agent in accordance with Section 2.2(e) hereof and its Commitment Ratio, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Default or Event of Default (other than with respect to an event described in clauses (g) or (h) of Section 8.1 hereof) then exists or would be caused thereby. If at any time that the Swing Line Loans are outstanding, any of the events described in clauses (g) or (h) of Section 8.1 hereof shall have occurred and be continuing, then each Bank shall, automatically upon the occurrence of any such event and without any action on the part of the Swing Line Lender, the Borrower, the Administrative Agent or the Banks, be deemed to have purchased an undivided participation in the then outstanding principal amount of the Swing Line Loans then outstanding in an amount equal to such Bank's Commitment Ratio, and each Bank shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent for the account of the Swing Line Lender, in immediately available funds, the amount of such Bank's participation (and the Swing Line Lender shall deliver to such Bank a written confirmation of such loan participation dated the date of the occurrence of such event and in the amount of such Bank's Commitment Ratio). (ii) If any payment under this Agreement or the Swing Line Note shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (iii) The Borrower agrees to pay principal, interest, fees, and all other amounts due hereunder or under the Swing Line Note without set-off or counterclaim or any deduction whatsoever. (iv) If the Borrower is required by Applicable Law to deduct any taxes from or in respect of any sum payable to the Swing Line Lender hereunder, under the Swing Line Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(e)), the Swing Line Lender receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Swing Line Lender with evidence satisfactory to the Swing Line Lender that such deducted amounts have been paid to the relevant taxing authority. Before making any such deductions, the Swing Line Lender shall designate a different lending office and shall take such alternative courses of action if such designation or alternative courses of action will avoid the need for such deductions and will not in the good faith judgment of the Swing Line Lender be otherwise disadvantageous to the Swing Line Lender.

Prepayment and Repayment. (i) Upon irrevocable prior written notice delivered to the Swing Line Lender prior to 12:00 p.m. (noon) (Eastern time) on the day of payment under this Section, the Borrower may repay a Swing Line Advance. In addition, upon demand of the Swing Line Lender, if such demand is delivered prior to 11:00 a.m. (Eastern time) on a Business Day, the Borrower shall on the following Business Day make a repayment of the Swing Line Loans then outstanding in the amount so requested by the Swing Line Lender; provided, however, that if such demand is delivered to the Borrower at or after 11:00 a.m. (Eastern time) on a Business Day, the Borrower shall on the second Business Day following receipt of such demand make such repayment. In order to facilitate repayment of the Swing Line Loans, the Borrower hereby irrevocably requests the BanksLenders, and the Banks Lenders hereby severally agree, on the terms and conditions of this Agreement (other than as provided in Article 2 II hereof with respect to the amounts of, the time of requests for, for and the repayment of Advances hereunder and in Article 3 VI hereof with respect to conditions precedent to Advances hereunder), with respect to Swing Line Loans outstanding, upon request of the Swing Line Lender or the Borrower (including including, without limitation limitation, after any Default or Event of Default, but prior to the occurrence of an event described in clauses (gh) or (hi) of Section 8.1 8.01 hereof), to make an Advance to for the Borrower in the amount of such outstandings, outstandings and to pay the proceeds of such Advance directly to the Administrative Agent to reimburse the Swing Line Lender for the amount of the Swing Line Loans then outstanding; provided, however, that no Lender shall be -------- ------- required to make such Advance if, at the time that the Swing Line Lender agreed to fund any Swing Line Advance, the Swing Line Lender had knowledge of the existence of a Default. Each Bank Lender shall pay its share of such Advance by paying its portion of such Advance to the Administrative Agent in accordance with Section 2.2(e) hereof and its Commitment RatioRevolving Credit Commitment, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Default or Event of Default (other than with respect to an event described in clauses (gh) or (hi) of Section 8.1 8.01 hereof) then exists or would be caused thereby. If If, at any time that the Swing Line Loans are outstanding, any of the events described in clauses (gh) or (hi) of Section 8.1 8.01 hereof shall have occurred and be continuing, then each Bank Lender shall, automatically upon the occurrence of any such event and without any action on the part of the Swing Line Lender, the Borrower, the Administrative Agent or the BanksLenders, or any of them, be deemed to have purchased an undivided participation in the then outstanding principal amount of the Swing Line Loans then outstanding in an amount equal to such BankLender's Commitment RatioRevolving Credit Commitment, times the principal amount of the Swing Line Loans then outstanding, and each Bank Lender shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent for the account of the Swing Line Lender, in immediately available funds, the amount of such BankLender's participation (and the Swing Line Lender shall deliver to such Bank Lender a written confirmation of such loan participation dated the date of the occurrence of such event and in the amount of such BankLender's Commitment RatioRevolving Credit Commitment, times the principal amount of the Swing Line Loans then outstanding). Notwithstanding any of the foregoing, the Borrower shall repay in full any Swing Line Loan outstanding, together with accrued interest thereon, on or before the earlier of (i) the date and time required by any ABS Agreement, (ii) the last day of each calendar quarter in which a Swing Line Loan is made and (iii) the Revolving Credit Termination Date. (ii) If any payment under this Agreement or the Swing Line Note shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (iii) The Borrower agrees to pay principal, interest, fees, fees and all other amounts due hereunder or under the Swing Line Note without set-off or counterclaim or any deduction whatsoeverwhatsoever and free and clear of all Taxes. (iv) The Borrower hereby agrees that the provisions of Section 4.04 hereof shall also be applicable to Swing Line Loans and the Swing Line Lender. (v) If the Borrower is required by Applicable Law to deduct any taxes from or in respect of any sum payable to the Swing Line Lender hereunder, under shall obtain any payment (whether involuntary or otherwise) on account of the Swing Line Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(e)), Loans in excess of the Swing Line Lender receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, Loans then outstanding and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Swing Line Lender with evidence satisfactory Lender's share of any expenses, fees and other items due and payable to the Swing Line Lender that such deducted amounts have been paid to the relevant taxing authority. Before making any such deductionsit hereunder, the Swing Line Lender shall designate a different lending office and shall take forthwith return such alternative courses of action if such designation or alternative courses of action will avoid the need for such deductions and will not in the good faith judgment of the Swing Line Lender be otherwise disadvantageous excess payment to the Swing Line LenderAdministrative Agent for distribution among the Lenders based on the provisions of this Agreement.

Prepayment and Repayment. (i) Upon irrevocable prior written notice delivered to the Swing Line Lender prior to 12:00 p.m. (noon) (Eastern New York, New York time) on the day of payment under this Section, the Borrower may repay a Swing Line Advance. In addition, upon demand of the Swing Line Lender, if such demand is delivered prior to 11:00 a.m. (Eastern New York, New York time) on a Business Day, the Borrower shall on the following Business Day make a repayment of the Swing Line Loans then outstanding in the amount so requested by the Swing Line Lender; provided, however, that if such demand is delivered to the Borrower at or after 11:00 a.m. (Eastern New York, New York time) on a Business Day, the Borrower shall on the second (2nd) Business Day following receipt of such demand make such repayment. In order to facilitate repayment of the Swing Line Loans, the Borrower hereby irrevocably requests the BanksLenders, and the Banks Lenders hereby severally agree, on the terms and conditions of this Agreement (other than as provided in Article 2 hereof with respect to the amounts of, the time of requests for, for and the repayment of Advances hereunder and in Article 3 hereof with respect to conditions precedent to Advances hereunder), with respect to Swing Line Loans outstanding, upon request of the Swing Line Lender or the Borrower (including including, without limitation limitation, after any Default or Event of Default, but prior to the occurrence of an event described in clauses (gf) or (hg) of Section 8.1 hereof), to make an Advance to the Borrower in the amount of such outstandings, outstandings and to pay the proceeds of such Advance directly to the Administrative Funding Agent to reimburse the Swing Line Lender for the amount of the Swing Line Loans then outstanding. Each Bank Lender shall pay its share of such Advance by paying its portion of such Advance to the Administrative Funding Agent in accordance with Section 2.2(e) hereof and its Commitment Ratio, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Default or Event of Default (other than with respect to an event described in clauses (gf) or (hg) of Section 8.1 hereof) then exists or would be caused thereby. If at any time that the Swing Line Loans are outstanding, any of the events described in clauses (gf) or (hg) of Section 8.1 hereof shall have occurred and be continuing, then each Bank Lender shall, automatically upon the occurrence of any such event and without any action on the part of the Swing Line Lender, the Borrower, the Administrative Funding Agent or the BanksLenders, or any of them, be deemed to have purchased an undivided participation in the then outstanding principal amount of the Swing Line Loans then outstanding in an amount equal to such BankLender's Commitment Ratio, times the principal amount of the Swing Line Loans then outstanding, and each Bank Lender shall, notwithstanding such Event of Default, immediately pay to the Administrative Funding Agent for the account of the Swing Line Lender, in immediately available funds, the amount of such BankLender's participation (and the Swing Line Lender shall deliver to such Bank Lender a written confirmation of such loan participation dated the date of the occurrence of such event and in the amount of such BankLender's Commitment Ratio, times the principal amount of the Swing Line Loans then outstanding). Notwithstanding any of the foregoing, the Borrower shall repay in full any Swing Line Loan outstanding, together with accrued interest thereon, on or before the tenth (10th) Business Day following the date on which such Swing Line Loan was made. (ii) If any payment under this Agreement or the Swing Line Note shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (iii) The Borrower agrees to pay principal, interest, fees, fees and all other amounts due hereunder or under the Swing Line Note without set-off or counterclaim or any deduction whatsoeverwhatsoever and free clear of all taxes (other than taxes based on the income of the Swing Line Lender), levies and withholding. (iv) If the Borrower is required by Applicable Law to deduct any taxes from or in respect of any sum payable to the Swing Line Lender hereunder, under the Swing Line Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including including, without limitation, deductions applicable to additional sums payable under this Section 2.15(e2.15(b)), the Swing Line Lender receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Swing Line Lender with evidence satisfactory to the Swing Line Lender that such deducted amounts have been paid to the relevant taxing authority. Before making any such deductions, the Swing Line Lender shall designate a different lending office and shall take such alternative courses of action if such designation or alternative courses of action will avoid the need for such deductions and will not in the good faith judgment of the Swing Line Lender be otherwise disadvantageous to the Swing Line Lender.

Prepayment and Repayment. (ia) Upon irrevocable If prior written notice delivered to the Swing Line Lender prior to 12:00 p.m. (noon) (Eastern time) on the first day of payment under this Sectionany Interest Period for any Interest Rate Tranche, the Borrower may repay a Swing Line Advance. In addition, Bank shall have determined (which determination shall be conclusive and binding upon demand of the Swing Line Lender, if such demand is delivered prior to 11:00 a.m. (Eastern time) on a Business Day, the Borrower absent manifest error) that, by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR for the Interest Period the Bank shall on the following Business Day make a repayment of the Swing Line Loans then outstanding in the amount so requested by the Swing Line Lender; provided, however, that if such demand is delivered give telecopy or telephonic notice thereof to the Borrower as soon as practicable thereafter. If such notice is given all amounts due under the Loans shall bear interest at the Base Rate plus the Applicable Base Rate Line of Credit Margin or after 11:00 a.m. (Eastern time) on a Business Daythe Base Rate plus the Applicable Base Rate Term Loan Margin, as may be applicable. However, if the Borrower shall has hedged the interest rate on the second Business Day following receipt of such demand make such repayment. In order to facilitate repayment of Loans with a Swap Agreement, then the Swing Line Loans, the Borrower hereby irrevocably requests the Banks, and the Banks hereby severally agree, on the terms and conditions of this Agreement (other than as provided in Article 2 hereof applicable rate with respect to the portion of the Loans for which the interest rate has been hedged shall immediately be converted to the floating rate payable by Bank under Swap Agreement plus the Applicable LIBOR Line of Credit Margin or the Applicable LIBOR Term Loan Margin as may be applicable. (b) Notwithstanding any other provisions herein, if any Requirement of Law or any change therein or in the interpretation or application thereof shall make it unlawful for the Bank to make or maintain loans whose interest rate is determined in relation to LIBOR, all amounts ofdue shall bear interest at the Bank's floating Base Rate plus the Applicable Base Rate Line of Credit Margin or the Base Rate plus the Applicable Base Rate Term Loan Margin, as may be applicable. However, if the time of requests forBorrower has hedged the interest rate on Loans with a Swap Agreement, and then the repayment of Advances hereunder and in Article 3 hereof applicable rate with respect to conditions precedent to Advances hereunder), with respect to Swing Line Loans outstanding, upon request the portion of the Swing Loans for which the interest rate has been hedged shall immediately be converted to the floating rate payable by Bank under Swap Agreement plus the Applicable LIBOR Line Lender of Credit Margin or the Borrower (including without limitation after any Default or Event of Default, but prior to the occurrence of an event described in clauses (g) or (h) of Section 8.1 hereof), to make an Advance to the Borrower in the amount of such outstandings, and to pay the proceeds of such Advance directly to the Administrative Agent to reimburse the Swing Line Lender for the amount of the Swing Line Loans then outstanding. Each Bank shall pay its share of such Advance by paying its portion of such Advance to the Administrative Agent in accordance with Section 2.2(e) hereof and its Commitment Ratio, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Default or Event of Default (other than with respect to an event described in clauses (g) or (h) of Section 8.1 hereof) then exists or would Applicable LIBOR Term Loan Margin as may be caused thereby. If at any time that the Swing Line Loans are outstanding, any of the events described in clauses (g) or (h) of Section 8.1 hereof shall have occurred and be continuing, then each Bank shall, automatically upon the occurrence of any such event and without any action on the part of the Swing Line Lender, the Borrower, the Administrative Agent or the Banks, be deemed to have purchased an undivided participation in the then outstanding principal amount of the Swing Line Loans then outstanding in an amount equal to such Bank's Commitment Ratio, and each Bank shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent for the account of the Swing Line Lender, in immediately available funds, the amount of such Bank's participation (and the Swing Line Lender shall deliver to such Bank a written confirmation of such loan participation dated the date of the occurrence of such event and in the amount of such Bank's Commitment Ratio)applicable. (ii) If any payment under this Agreement or the Swing Line Note shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (iiic) The Borrower agrees to pay principal, interest, fees, indemnify the Bank and all other amounts due hereunder hold the Bank harmless from any loss or under expense which the Swing Line Note without set-off Bank may sustain or counterclaim or any deduction whatsoever. incur as a consequence of (iv1) If default by the Borrower is required by Applicable Law to deduct any taxes from or in respect of any sum payable to the Swing Line Lender hereunder, under the Swing Line Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(e)), the Swing Line Lender receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Swing Line Lender with evidence satisfactory to the Swing Line Lender that such deducted amounts have been paid to the relevant taxing authority. Before making any such deductions, the Swing Line Lender shall designate a different lending office and shall take such alternative courses of action if such designation or alternative courses of action will avoid the need for such deductions and will not in the good faith judgment payment when due of the Swing Line Lender be otherwise disadvantageous to the Swing Line Lender.principal amount of or interest on any Loans,

Prepayment and Repayment. (i) Upon irrevocable prior written notice delivered to the Swing Line Lender prior to 12:00 p.m. (noon) (Eastern time) on the day of payment under this Section, the Borrower may repay a Swing Line Advance. In addition, upon demand of the Swing Line Lender, if such demand is delivered prior to 11:00 10:00 a.m. (Eastern New York time) on a Business Day, the Borrower shall on the following Business Day make a repayment of the Swing Line Loans then outstanding in the amount so requested by the Swing Line Lender; provided, however, that if such demand is delivered to the Borrower at or after 11:00 10:00 a.m. (Eastern New York time) on a Business Day, the Borrower shall on the second (2nd) Business Day following receipt of such demand make such repayment. In order to facilitate repayment of the Swing Line Loans, the Borrower hereby irrevocably requests the BanksLenders having Revolving Loan Commitments, and the Banks Lenders having Revolving Loan Commitments hereby severally agree, on the terms and conditions of this Agreement (other than as provided in Article 2 hereof with respect to the amounts of, the time of requests for, for and the repayment of Advances hereunder and in Article 3 hereof with respect to conditions precedent to Advances hereunder), with respect to Swing Line Loans outstanding, upon request of the Swing Line Lender or the Borrower (including including, without limitation limitation, after and during the continuation of any Default or Event of Default, but prior to the occurrence of an event described in clauses (gf) or (hg) of Section 8.1 hereof), to make an Advance to the Borrower in the amount of such outstandings, outstandings and to pay the proceeds of such Advance directly to the Administrative Agent to reimburse the Swing Line Lender for the amount of the Swing Line Loans then outstanding; provided, however, that no Lender having a Revolving Loan Commitment shall be required to make such Advance if, at the time that the Swing Line Lender agreed to fund any Swing Loan Advance, the Swing Line Lender had knowledge of the existence of a Default. Each Bank Lender having a Revolving Loan Commitment shall pay its share of such Advance by paying its portion of such Advance to the Administrative Agent in accordance with Section 2.2(e) hereof and its Commitment RatioRatio for Revolving Loans, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Default or Event of Default (other than with respect to an event described in clauses (gf) or (hg) of Section 8.1 hereof) then exists or would be caused thereby. If at any time that the Swing Line Loans are outstanding, any of the events described in clauses (gf) or (hg) of Section 8.1 hereof shall have occurred and be continuing, then each Bank Lender having a Revolving Loan Commitment shall, automatically upon the occurrence of any such event and without any action on the part of the Swing Line Lender, the Borrower, the Administrative Agent or the BanksLenders, or any of them, be deemed to have purchased an undivided participation in the then outstanding principal amount of the Swing Line Loans then outstanding in an amount equal to such BankLender's Commitment RatioRatio for Revolving Loans, times the principal amount of the Swing Line Loans then outstanding, and each Bank Lender having a Revolving Loan Commitment shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent for the account of the Swing Line Lender, in immediately available funds, the amount of such BankLender's participation (and the Swing Line Lender shall deliver to such Bank Lender having a Revolving Loan Commitment a written confirmation of such loan participation dated the date of the occurrence of such event and in the amount of such BankLender's Commitment Ratio, times the principal amount of the Swing Line Loans then outstanding). (ii) If any payment under this Agreement or the Swing Line Note shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (iii) The Borrower agrees to pay principal, interest, fees, fees and all other amounts due hereunder or under the Swing Line Note without set-off or counterclaim or any deduction whatsoeverwhatsoever and free clear of all taxes (other than taxes based on the income of the Swing Line Lender), levies and withholding. (iviii) If the Borrower is required by Applicable Law to deduct any taxes from or in respect of any sum payable to the Swing Line Lender hereunder, under the Swing Line Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including including, without limitation, deductions applicable to additional sums payable under this Section 2.15(e2.16(b)), the Swing Line Lender receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Swing Line Lender with evidence satisfactory to the Swing Line Lender that such deducted amounts have been paid to the relevant taxing authority. Before making any such deductions, the Swing Line Lender shall designate a different lending office and shall take such alternative courses of action if such designation or alternative courses of action will avoid the need for such deductions and will not in the good faith judgment of the Swing Line Lender be otherwise disadvantageous to the Swing Line Lender.

Prepayment and Repayment. (ia) Upon irrevocable If prior written notice delivered to the Swing Line Lender prior to 12:00 p.m. (noon) (Eastern time) on the first day of payment under this Section, any Interest Period the Bank shall have determined (which determination shall be conclusive and binding upon the Borrower may repay a Swing Line Advance. In additionabsent manifest error) that, upon demand by reason of circumstances affecting the Swing Line Lenderinterbank eurodollar market, if such demand is delivered prior to 11:00 a.m. (Eastern time) on a Business Day, adequate and reasonable means do not exist for ascertaining the Borrower LIBO Rate for the Interest Period the Bank shall on the following Business Day make a repayment of the Swing Line Loans then outstanding in the amount so requested by the Swing Line Lender; provided, however, that if such demand is delivered give telecopy or telephonic notice thereof to the Borrower as soon as practicable thereafter. If such notice is given all amounts due under the Loans shall bear interest at or after 11:00 a.m. (Eastern time) on a Business Daythe Bank's floating Prime Rate. However, if the Borrower shall on has hedged the second Business Day following receipt of such demand make such repayment. In order to facilitate repayment of LIBO Rate with a Swap Agreement, then the Swing Line Loans, the Borrower hereby irrevocably requests the Banks, and the Banks hereby severally agree, on the terms and conditions of this Agreement (other than as provided in Article 2 hereof applicable rate with respect to the portion of the Loans for which the LIBO Rate has been hedged shall immediately be converted to the floating rate payable by Bank under Swap Agreement plus the Line of Credit Interest Rate Margin or the Acquisition Facility Interest Rate Margin as may be applicable. (b) Notwithstanding any other provisions herein, if any Requirement of Law or any change therein or in the interpretation or application thereof shall make it unlawful for the Bank to make or maintain LIBO loans all amounts ofdue under the Term Loan shall bear interest at the Bank's floating Prime Rate. However, if the time of requests forBorrower has hedged the LIBO Rate with a Swap Agreement, and then the repayment of Advances hereunder and in Article 3 hereof applicable rate with respect to conditions precedent to Advances hereunder), with respect to Swing Line Loans outstanding, upon request the portion of the Swing Loans for which the LIBO Rate has been hedged shall immediately be converted to the floating rate payable by Bank under the Swap Agreement plus the Line Lender of Credit Interest Rate Margin or the Borrower (including without limitation after any Default or Event of Default, but prior to the occurrence of an event described in clauses (g) or (h) of Section 8.1 hereof), to make an Advance to the Borrower in the amount of such outstandings, and to pay the proceeds of such Advance directly to the Administrative Agent to reimburse the Swing Line Lender for the amount of the Swing Line Loans then outstanding. Each Bank shall pay its share of such Advance by paying its portion of such Advance to the Administrative Agent in accordance with Section 2.2(e) hereof and its Commitment Ratio, without reduction for any set-off or counterclaim of any nature whatsoever and regardless of whether any Default or Event of Default (other than with respect to an event described in clauses (g) or (h) of Section 8.1 hereof) then exists or would Acquisition Facility Interest Rate Margin as may be caused thereby. If at any time that the Swing Line Loans are outstanding, any of the events described in clauses (g) or (h) of Section 8.1 hereof shall have occurred and be continuing, then each Bank shall, automatically upon the occurrence of any such event and without any action on the part of the Swing Line Lender, the Borrower, the Administrative Agent or the Banks, be deemed to have purchased an undivided participation in the then outstanding principal amount of the Swing Line Loans then outstanding in an amount equal to such Bank's Commitment Ratio, and each Bank shall, notwithstanding such Event of Default, immediately pay to the Administrative Agent for the account of the Swing Line Lender, in immediately available funds, the amount of such Bank's participation (and the Swing Line Lender shall deliver to such Bank a written confirmation of such loan participation dated the date of the occurrence of such event and in the amount of such Bank's Commitment Ratio)applicable. (ii) If any payment under this Agreement or the Swing Line Note shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (iiic) The Borrower agrees to pay principal, interest, fees, indemnify the Bank and all other amounts due hereunder hold the Bank harmless from any loss or under expense which the Swing Line Note without set-off Bank may sustain or counterclaim or any deduction whatsoever. incur as a consequence of (iv1) If default by the Borrower is required by Applicable Law to deduct any taxes from or in respect of any sum payable to the Swing Line Lender hereunder, under the Swing Line Note or under any other Loan Document: (i) the sum payable hereunder or thereunder, as applicable, shall be increased to the extent necessary to provide that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(e)), the Swing Line Lender receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions from such sums payable hereunder or thereunder, as applicable, and pay the amount so deducted to the relevant taxing authority as required by Applicable Law; and (iii) the Borrower shall provide the Swing Line Lender with evidence satisfactory to the Swing Line Lender that such deducted amounts have been paid to the relevant taxing authority. Before making any such deductions, the Swing Line Lender shall designate a different lending office and shall take such alternative courses of action if such designation or alternative courses of action will avoid the need for such deductions and will not in the good faith judgment payment when due of the Swing Line Lender be otherwise disadvantageous to the Swing Line Lender.principal amount of or interest on any Loans,