Refunding. The Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 a.m. on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Pro Rata Share of such Swingline Loan or Swingline Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Pro Rata Share of such Swingline Loan or Swingline Loans. Amounts funded by the Lenders pursuant to this Section 2.2(b) shall bear interest payable by the Borrowers at the rate then applicable to Base Rate Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.4(b) and Section 3.4 with respect to Revolving Loans made by such Lender (and Section 2.4(b) and Section 3.4 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Administrative Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the relevant Borrower (or other party on behalf of the relevant Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as the case may be, if and to the extent such payment is required to be refunded to any Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrowers of any default in the payment thereof.
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Samples: Loan and Security Agreement (Mohawk Industries Inc), Loan and Security Agreement (Mohawk Industries Inc)
Refunding. The Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 a.m. on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Pro Rata Share of such Swingline Loan or Swingline Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice So long as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Pro Rata Share of such Swingline Loan or Swingline Loans. Amounts funded by the Lenders pursuant to this Section 2.2(b) shall bear interest payable by the Borrowers at the rate then applicable to Base Rate Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a no Material Default or Event of Default shall be in existence and Zenith simultaneously requests a refunding or reduction or termination refinancing under the U.S. Participation Agreement, and subject to satisfaction of the Commitments, terms and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under conditions set forth in this paragraph by wire transfer of immediately available funds, in the same manner as provided Article XI and in Section 2.4(b) and Section 3.4 with respect to Revolving Loans made by such Lender (and Section 2.4(b) and Section 3.4 shall apply, mutatis mutandis, to the payment obligations 2.12 of the Lenders)Indenture, the Lessee shall have the right to request the Owner Participant to effect, and the Administrative Agent Owner Participant, the Owner Trustee and the Indenture Trustee agree, at the sole cost and expense of the Lessee whether or not such refunding is consummated, to cooperate to effect, an optional prepayment of all, but not less than all, of the Notes pursuant to Section 2.12 of the Indenture as part of a refunding or refinancing, on the terms set forth in this Article XI and such Section 2.12 (such refunding or refinancing, a "Refunding"); provided, that the Lessee shall promptly pay have the right to so request a Refunding and a "Refunding" under and as defined in the Swingline Lender U.S. Participation Agreement only twice in the amounts so received by it from aggregate; provided further, that a substantially simultaneous Refunding hereunder with a "Refunding" under the Lenders. The Administrative Agent U.S. Participation Agreement shall notify be deemed as one refunding request for purposes of such limit and; provided further, that the Administrative Borrower of any participations Owner Participant shall in any Swingline Loan acquired pursuant event have the right to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made consent to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the relevant Borrower (or other party on behalf of the relevant Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by Refunding, which consent the Administrative Agent Owner Participant may withhold in the Owner Participant's sole good faith discretion; except that the Owner Participant shall be promptly remitted by the Administrative Agent to the Lenders that shall not have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as the case may be, consent right if and to the extent Hunton & Xxxxxxxx, or such payment is required other counsel selected by the Owner Participant and reasonably acceptable to be refunded the Lessee, delivers an opinion to any Borrower for any reason. The purchase the Owner Participant (which opinion the Owner Participant agrees to timely request at the time of participations such Refunding) that, as a result of a change in a Swingline Loan pursuant to this paragraph or clarification of Regulations under Section 467 of the Code (which change or clarification occurs after the Equipment Closing Date and before such Refunding), the absence of such consent right shall not relieve adversely affect the Borrowers eligibility of any default in the payment thereof.Lease for initial and continued compliance with Section 1.467-3(c)(2)(i) of the Regulations. In connection with a Refunding:
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Refunding. The Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 a.m. on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Pro Rata Share of such Swingline Loan or Swingline Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice So long as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Pro Rata Share of such Swingline Loan or Swingline Loans. Amounts funded by the Lenders pursuant to this Section 2.2(b) shall bear interest payable by the Borrowers at the rate then applicable to Base Rate Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a no Material Default or Event of Default shall be in existence and Zenith of Texas simultaneously requests a refunding or reduction or termination refinancing under the Mexican Participation Agreement, and subject to satisfaction of the Commitments, terms and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under conditions set forth in this paragraph by wire transfer of immediately available funds, in the same manner as provided Article XI and in Section 2.4(b) and Section 3.4 with respect to Revolving Loans made by such Lender (and Section 2.4(b) and Section 3.4 shall apply, mutatis mutandis, to the payment obligations 2.12 of the Lenders)Indenture, the Lessee shall have the right to request the Owner Participant to effect, and the Administrative Agent Owner Participant, the Owner Trustee and the Indenture Trustee agree, at the sole cost and expense of the Lessee whether or not such refunding is consummated, to cooperate to effect, an optional prepayment of all, but not less than all, of the Notes pursuant to Section 2.12 of the Indenture as part of a refunding or refinancing, on the terms set forth in this Article XI and such Section 2.12 (such refunding or refinancing, a "Refunding"); provided, that the Lessee shall promptly pay have the right to so request a Refunding and a "Refunding" under and as defined in the Swingline Lender Mexican Participation Agreement only twice in the amounts so received by it from aggregate; provided further, that a substantially simultaneous Refunding hereunder with a "Refunding" under the Lenders. The Administrative Agent Mexican Participation Agreement shall notify be deemed as one refunding request for purposes of such limit and; provided further, that the Administrative Borrower of any participations Owner Participant shall in any Swingline Loan acquired pursuant event have the right to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made consent to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the relevant Borrower (or other party on behalf of the relevant Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by Refunding, which consent the Administrative Agent Owner Participant may withhold in the Owner Participant's sole good faith discretion; except that the Owner Participant shall be promptly remitted by the Administrative Agent to the Lenders that shall not have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as the case may be, consent right if and to the extent Hunton & Xxxxxxxx, or such payment is required other counsel selected by the Owner Participant and reasonably acceptable to be refunded the Lessee, delivers an opinion to any Borrower for any reason. The purchase the Owner Participant (which opinion the Owner Participant agrees to timely request at the time of participations such Refunding) that, as a result of a change in a Swingline Loan pursuant to this paragraph or clarification of Regulations under Section 467 of the Code (which change or clarification occurs after the Equipment Closing Date and before such Refunding), the absence of such consent right shall not relieve adversely affect the Borrowers eligibility of any default in the payment thereof.Lease for initial and continued compliance with Section 1.467-3(c)(2)(i) of the Regulations. In connection with a Refunding:
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Refunding. The Swingline Lender may (a) So long as no Event of Default has ---------- occurred and is continuing, the Owner Participant and the Owner Trustee each agree that (i) prepayment of the Certificates as contemplated by written notice given Section 6.02(B) of the Indenture shall be made only with the consent of the Lessee, and (ii) to the Administrative Agent extent that an optional prepayment of the Certificates is permitted by the Indenture, they will each cooperate with the Lessee to implement, in addition to other prepayments permitted or required by this Agreement or the Lease, not later more than 11:00 a.m. on one refunding of the Certificates (including, without limitation, the execution, delivery and/or provision of any Business Day require appropriate additional or modified amendment, representation, warranty, certificate, opinion or other document that may reasonably be requested by the Lenders Lessee or any other person in connection with such refunding and are reasonably satisfactory to, and in their judgment not adverse to acquire participations the interests of, the Owner Participant and the Owner Trustee) at such interest rates and on such Business Day in all or a portion other terms as may be satisfactory to the Lessee and at the expense of the Swingline Loans outstanding. Such notice Lessee, provided that (x) such refunding shall specify satisfy -------- the aggregate requirements set forth in Section 3(e) of the Lease, (y) the outstanding principal amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Pro Rata Share of such Swingline Loan or Swingline Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Pro Rata Share of such Swingline Loan or Swingline Loans. Amounts funded by the Lenders pursuant to this Section 2.2(b) shall bear interest payable by the Borrowers at the rate then applicable to Base Rate Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and Certificates shall not be affected by changed in any circumstance whatsoeversuch refunding transaction and (z) all payments of Basic Rent and all payments relating to the Certificates shall always be U.S. dollar denominated. Notwithstanding anything herein to the contrary, including no refunding will be permitted unless the occurrence and continuance of a Default or Event of Default or reduction or termination Owner Participant shall have received at least 3 Business Days prior written notice of the Commitmentsclosing date of such refunding, the Owner Participant shall have been provided such longer period required for a reasonable opportunity to review the relevant documentation and the Owner Participant shall have determined in good faith that each neither it nor the Owner Trustee shall suffer any loss or expense or bear any increased risk as a result of such payment shall be made refunding (including, without limitation, any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.4(b) and Section 3.4 risk with respect to Revolving Loans made by such Lender (taxes or other adverse consequences to the Owner Participant including the application of Revenue Procedures 75-21 and 75- 28 and Section 2.4(b) 467 of the Code (to the extent the original rent structure under the Lease complied with Revenue Procedures 75-21 and 75-28 and Section 3.4 shall apply467 of the Code on the Closing Date, mutatis mutandisit being understood that, to the payment obligations of extent that the Lendersoriginal rent structure complied on the Closing Date with any grandfather or similar provisions in any regulations under Section 467 or other administrative pronouncement interpreting Section 467, such structure shall be deemed to have been in compliance with Section 467 on the Closing Date), and ) for which it has not been or will not have been indemnified by the Administrative Agent shall promptly pay Lessee in a manner satisfactory in all respects to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Administrative Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the relevant Borrower (or other party on behalf of the relevant Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as the case may be, if and to the extent such payment is required to be refunded to any Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrowers of any default in the payment thereofOwner Participant.
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