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).

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.

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).

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.