Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the written consent (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another Bank) of the Borrower and Agent (which consent shall not be unreasonably withheld), to assign all or any part of its Revolving Credit Commitment (including the same percentage of its Note and outstanding Loans) to one or more other Persons; provided that such assignment is in an amount of at least $10,000,000 or the entire Revolving Credit Commitment of such Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect to such assignment shall not be less than $10,000,000; and provided further that neither the consent of the Borrower nor of the Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any Affiliate of the assigning Bank. Each such assignment shall set forth the assignee's address for notices to be given under Section 11.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, the payment of a $3,500 recordation fee to the Agent, the assignee shall become a Bank hereunder, all Loans and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; provided, however, in the event a Bank assigns all of its Revolving Credit Commitment to an Affiliate or at the request of the Borrower, pursuant to Section 11.13(iii), no recordation fee shall be required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.
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Samples: 364 Day Revolving Credit Agreement (NRG Energy Inc), 364 Day Revolving Credit Agreement (NRG Energy Inc)
Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the written consent (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another Bank) of the Borrower Borrowers and Administrative Agent (which consent shall will not be unreasonably withheld), ) to assign all or any part of its Revolving Credit Commitment (including the same percentage of its Note and outstanding Loans) to one or more other Persons; provided that (i) each such assignment is in an shall be of a constant, and not a varying, percentage of all such rights and obligations, (ii) unless both parties to the assignment are Banks immediately prior to giving effect to the assignment, the amount of at least $10,000,000 or the entire Revolving Credit Commitment of such Bank, and if the assigning Bank being assigned pursuant to each such assignment is not for (determined as of the date of such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect to such assignment assignment) shall not be less than $10,000,000; 10,000,000 (or if less, the entire amount of such Bank's Revolving Credit Commitment, or $1,000,000 if such assignment is from one Bank to another) and provided further that shall be an integral multiple of $1,000,000, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording, an assignment and acceptance, together with any Notes subject to such assignment, and (iv) neither the consent of the Borrower Borrowers nor of the Administrative Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any Affiliate affiliate of the assigning Bank or to any Bank. Each ; provided further, however, that each such assignment shall set forth the assignee's address for notices to be given under Section 11.8 hereof assigning Bank, unless assigning all of its Revolving Credit Commitment hereunder and under the First Mississippi Credit Agreement, maintains a minimum Revolving Credit Commitment hereunder, which, together with its designated Lending Office pursuant to Section 9.4 hereofrevolving credit commitment under the First Mississippi Credit Agreement, is not less than $10,000,000. Upon any such assignmentassignment (except any assignment made pursuant to Sections 1.1(d) or 9.7(b) hereof), delivery its notification to the Administrative Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, the payment of a $3,500 3,000 recordation fee to the Administrative Agent, the assignee shall become a Bank hereunder, all Loans and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof hereof, and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; providedassignment and Section 1.1(b) hereof shall be automatically amended, howeverwithout further action, in to reflect the event addition of such assignee as a Bank assigns all and the reduction of its the Revolving Credit Commitment to an Affiliate or at the request of the Borrower, pursuant to Section 11.13(iii), no recordation fee shall be required hereunder. Notwithstanding any other provision set forth assignor as described in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve Systemsuch assignment.
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Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent of Xxxxxx Bank (except in so long as Xxxxxx Bank is providing the case Swingline Loans under Section 1.2 hereof), the Administrative Agent and, so long as no Event of an assignment to Default shall have occurred and be continuing, the Borrower (i) an Affiliate of such Bank, or (ii) another Bank) which consent of the Borrower and Agent (which consent shall not be unreasonably withheldwithheld or delayed), to assign assign, transfer or negotiate all or any part of its Revolving rights and obligations under the Credit Commitment Documents (including including, without limitation, the same indebtedness evidenced by the Notes then held by such assigning Bank, together with an equivalent percentage of its Note obligation to make Loans and outstanding participate in Letters of Credit and Swingline Loans) to one or more other Persons, PROVIDED that, unless otherwise agreed to by the Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's rights and obligations under the Credit Documents; provided PROVIDED that each such assignment is in an amount of at least $10,000,000 5,000,000 or the entire Revolving Credit Commitment of such Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect ; PROVIDED FURTHER that (i) the consent of the Borrower to any such assignment shall not be less than $10,000,000; required during the continuance of an Event of Default and provided further that (ii) neither the consent of the Borrower nor of the Administrative Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any if the assignee is an Affiliate of the assigning Bank. Each such assignment shall set forth the assignee's address for notices to be given under Section 11.8 12.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Administrative Agent and the Borrower of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, the payment of a $3,500 recordation fee to the Administrative Agent, the assignee shall become a Bank hereunder, all Loans, participations in Letters of Credit and Swingline Loans and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; provided. At the time of the assignment the Borrower, howeverif requested, in shall execute and deliver to the event a assignor and/or assignee new Notes.
(b) Any Bank assigns all of its Revolving Credit Commitment to an Affiliate or may at any time, without the request consent of the Borrower, pursuant to Section 11.13(iii)Xxxxxx Bank or Administrative Agent, no recordation fee shall be required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a security interest in assign all or any a portion of its rights under this Agreement (includingthe Credit Documents to a Federal Reserve Bank; PROVIDED, without limitationHOWEVER, that no such assignment shall release the Loans owing to it and the Note held by it) in favor of any transferor Bank from its obligations hereunder or cause such Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve Systemto become a "Bank" hereunder.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (Jones Lang Lasalle Inc)
Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the written consent (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another Bank) of the Borrower (except Borrower's consent is not required during the occurrence and continuance of a Default or an Event of Default) and Agent (which consent shall not be unreasonably withheld), to assign all or any part of its Revolving Credit Commitment (including the same percentage of its Note Note, outstanding Loans and outstanding Loansparticipations in Letter of Credit) to one or more other Persons; provided that PROVIDED THAT such assignment is shall be evidenced by an Assignment and Acceptance Agreement and shall be in an amount of at least $10,000,000 5,000,000 or the entire Revolving Credit Commitment of such Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect to such assignment shall not be less than $10,000,0005,000,000; and provided further PROVIDED FURTHER that neither the consent of the Borrower nor of the Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any Affiliate of the assigning Bank. Each such assignment shall set forth the assignee's address for notices to be given under Section 11.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, and the payment of a $3,500 2,500 recordation fee to the Agent, the assignee shall become a Bank hereunder, all Loans Loans, participations in Letters of Credit and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; provided, however, in .
(b) Each Bank shall have the event a Bank assigns all of its Revolving Credit Commitment right to an Affiliate or at the request of the Borrower, pursuant to Section 11.13(iii), no recordation fee shall be required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of assign its rights hereunder and under this Agreement (including, without limitation, the Loans owing to it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve Systemevidencing its Loans to a federal reserve bank.
Appears in 1 contract
Samples: Credit Agreement (Transport Corporation of America Inc)
Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another Bank) of the Borrower and Agent (which consent shall not be unreasonably withheld)withheld or delayed) of the Company and the Administrative Agent, to assign all or any part of its Revolving Credit Commitment or its Term Loan Commitment (including which assignment, if involving its Revolving Credit Commitment or Revolving Loans, must be of the same percentage of its Note Committed Revolving Loan Note, outstanding Committed Revolving Loans, participations in Letters of Credit and outstanding Swing Line Loans) to one or more other Persons; provided that each such assignment is in an amount of at least $10,000,000 3,000,000 (or $1,000,000 in the case of an assignment to another Bank) or the entire Revolving Credit Commitment and Term Loan Commitments of such assigning Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect to such assignment shall not be less than $10,000,000; and provided further that neither no such consents from the consent of Administrative Agent or the Borrower nor of the Agent Company shall be required for any if the assignee is another Bank to assign all or part of its Revolving Credit Commitment to any an Affiliate of the assigning Bank (provided that any such Affiliate of the assigning Bank complies with Section 17.1(b) hereof at the time of such assignment) and no such consent shall be required from the Company for any assignment made during the continuance of any Event of Default or for any such assignment to an Affiliate of a Bank. Each such assignment shall set forth the assignee's address for notices to be given under Section 11.8 17.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 14.4 hereof. Upon any such assignment, delivery to the Administrative Agent and the Company of an executed copy of such assignment agreement and the forms referred to in Section 11.1 17.1 hereof, if applicable, and, except in the case of an assignment to a Person other than an Affiliate of the assigning Bank, the payment of a $3,500 3,000 recordation fee to the Administrative Agent, the assignee shall become a Bank hereunder, all Loans, participations in Letters of Credit and Swing Line Loans and the Revolving Credit Commitment and Term Loan Commitments it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; provided, however, in . At the event a Bank assigns all of its Revolving Credit Commitment to an Affiliate or at the request time of the Borrower, pursuant assignment the Company and other relevant Borrowers shall execute and deliver new Notes to Section 11.13(iii), no recordation fee shall be required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve Systemassignor and/or assignee.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (General Binding Corp)
Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the written consent (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another Bank) of the Borrower (except Borrower's consent is not required during the occurrence and continuance of a Default or an Event of Default) and Agent and Issuing Agent (which consent shall not be unreasonably withheld), to assign all or any part of its Revolving Credit Commitment (including the same percentage of its Note Note, outstanding Loans and outstanding Loansparticipations in Letter of Credit) to one or more other Persons; provided that PROVIDED THAT such assignment is shall be evidenced by an Assignment and Acceptance Agreement and shall be in an amount of at least $10,000,000 5,000,000 or the entire Revolving Credit Commitment of such Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect to such assignment shall not be less than $10,000,0005,000,000; and provided further PROVIDED FURTHER that neither the consent of the Borrower nor of the Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any Affiliate affiliate of the assigning Bank. Each such assignment shall set forth the assignee's address for notices to be given under Section 11.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, and the payment of a $3,500 2,500 recordation fee to the Agent, the assignee shall become a Bank hereunder, all Loans Loans, participations in Letters of Credit and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; provided, however, in .
(b) Each Bank shall have the event a Bank assigns all of its Revolving Credit Commitment right to an Affiliate or at the request of the Borrower, pursuant to Section 11.13(iii), no recordation fee shall be required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of assign its rights hereunder and under this Agreement (including, without limitation, the Loans owing to it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve Systemevidencing its Loans to a federal reserve bank.
Appears in 1 contract
Samples: Credit Agreement (Transport Corporation of America Inc)
Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another Bank) of the Borrower and Agent (which consent shall not be unreasonably withheld)withheld or delayed) and the Administrative Agent, to assign assign, transfer or negotiate all or any part of its Revolving rights and obligations under the Credit Commitment Documents (including including, without limitation, the same indebtedness evidenced by the Notes then held by such assigning Bank, together with an equivalent percentage of its Note obligation to make Loans and outstanding Loansparticipate in Letters of Credit) to one or more other Persons, provided that, unless otherwise agreed to by the Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's rights and obligations under the Credit Documents; provided that each such assignment is in an amount of at least $10,000,000 5,000,000 or the entire Revolving Credit Commitment of such Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect ; provided further that (i) the consent of the Borrower to any such assignment shall not be less than $10,000,000; required during the continuance of an Event of Default and provided further that (ii) neither the consent of the Borrower nor of the Administrative Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any if the assignee is an Affiliate of the assigning Bank. Each such assignment shall set forth the assignee's address for notices to be given under Section 11.8 12.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Administrative Agent and the Borrower of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, the payment of a $3,500 recordation fee to the Administrative Agent, the assignee shall become a Bank hereunder, all Loans Loans, participations in Letters of Credit and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment. At the time of the assignment the Borrower shall execute and deliver to the assignor and/or assignee new Notes.
(b) Any Bank may at any time, without the consent of the Borrower or Administrative Agent, assign all or a portion of its rights under the Credit Documents to a Federal Reserve Bank; provided, however, in that no such assignment shall release the event a transferor Bank assigns all of from its Revolving Credit Commitment to an Affiliate obligations hereunder or at the request of the Borrower, pursuant to Section 11.13(iii), no recordation fee shall be required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Note held by it) in favor of any cause such Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve Systemto become a "Bank" hereunder.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (Jones Lang Lasalle Inc)
Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the written consent (except in the case of an assignment to (i) an Affiliate of such BankAdministrative Agent and each Issuing Agent, or (ii) another Bank) of the Borrower and Agent (which consent shall not be unreasonably withheld), and, prior to the occurrence of a Default or Event of Default, Borrower, to assign all or any part of its Revolving Credit Commitment (including the same percentage of its Note Note, outstanding Loans and participations in Letter of Credit, and provided that the same percentage of its commitment and loans outstanding Loansunder the 364-Day Credit Agreement are also assigned) to one or more other Persons; provided that such assignment is in an amount of at least $10,000,000 5,000,000 or the entire Revolving Credit Commitment of such Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect to such assignment shall not be less than $10,000,0005,000,000; and provided further that neither the consent of the Borrower nor of the Administrative Agent nor an Issuing Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any Affiliate of the assigning Bank so long as the same percentage of such Bank's commitment under the 364-Day Credit Agreement are also assigned to such Affiliate. Each such assignment shall set forth the assignee's assignees address for notices to be given under Section 11.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Administrative Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, and the payment of a $3,500 recordation fee to the Administrative Agent, the assignee shall become a Bank hereunder, all Loans Loans, participations in Letters of Credit and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; provided, however, in the event a Bank assigns all of its Revolving Credit Commitment to an Affiliate or at the request of the Borrower, pursuant to Section 11.13(iii), no recordation fee shall be required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.
Appears in 1 contract
Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the written consent (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another BankBank or (iii) as provided in clause (b) below) of the Borrower and Agent (which consent shall not be unreasonably withheld), to assign all or any part of its Revolving Credit Facility Commitment (including the same percentage of its Note and outstanding Loans) to one or more other Persons; provided that such assignment is in an amount of at least $10,000,000 or the entire Revolving Credit Facility Commitment of such Bank, and if such assignment is not for such Bank's entire Revolving Credit Facility Commitment then such Bank's Revolving Credit Facility Commitment after giving effect to such assignment shall not be less than $10,000,000; and provided further that neither the consent of the Borrower nor of the Agent shall be required for any Bank to assign all or part of its Revolving Credit Facility Commitment to any Affiliate of the assigning Bank. Each such assignment shall set forth the assignee's address for 47 notices to be given under Section 11.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, the payment of a $3,500 recordation fee to the Agent, the assignee shall become a Bank hereunder, all Loans and the Revolving Credit Facility Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Facility Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; provided, however, in the event a Bank assigns all of its Revolving Credit Facility Commitment to an Affiliate or at the request of the Borrower, pursuant to Section 11.13(iii), no recordation fee shall be required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.
(b) Notwithstanding anything to the contrary contained herein, any Bank (a "Granting Bank") may grant to a special purpose funding vehicle (a "SPC"), identified as such in writing from time to time by the Granting Bank to the Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Bank would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Bank shall be obligated to make such Loan pursuant to the terms hereof. The making of an Loan by an SPC hereunder shall utilize the Commitment of the Granting Bank to the same extent, and as if, such Loan were made by such Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Bank). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 11.12(b), any SPC may (i) with notice to, but without the prior written consent of, the Borrower and the Agent and without paying any processing fee therefore, assign all or a portion of its interests in any Loans to the Granting Bank or to any financial institutions (consented to by the Borrower and Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This section may not be amended without the written consent of the SPC.
Appears in 1 contract
Samples: Credit Agreement (NRG Energy Inc)
Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent of Xxxxxx Bank (except in so long as Xxxxxx Bank is providing the case Swingline Loans under Section 1.2 hereof), the Administrative Agent and, so long as no Event of an assignment to Default shall have occurred and be continuing, the Borrower (i) an Affiliate of such Bank, or (ii) another Bank) which consent of the Borrower and Agent (which consent shall not be unreasonably withheldwithheld or delayed), to assign assign, transfer or negotiate all or any part of its Revolving rights and obligations under the Credit Commitment Documents (including including, without limitation, the same indebtedness evidenced by the Notes then held by such assigning Bank, together with an equivalent percentage of its Note obligation to make Loans and outstanding Loansparticipate in Letters of Credit) to one or more other Persons, PROVIDED that, unless otherwise agreed to by the Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's rights and obligations under the Credit Documents; provided PROVIDED that each such assignment is in an amount of at least $10,000,000 5,000,000 or the entire Revolving Credit Commitment of such Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect ; PROVIDED FURTHER that (i) the consent of the Borrower to any such assignment shall not be less than $10,000,000; required during the continuance of an Event of Default and provided further that (ii) neither the consent of the Borrower nor of the Administrative Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any if the assignee is an Affiliate of the assigning Bank. Each such assignment shall set forth the assignee's address for notices to be given under Section 11.8 12.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Administrative Agent and the Borrower of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, the payment of a $3,500 recordation fee to the Administrative Agent, the assignee shall become a Bank hereunder, all Loans Loans, participations in Letters of Credit and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; provided. At the time of the assignment the Borrower, howeverif requested, in shall execute and deliver to the event a assignor and/or assignee new Notes.
(b) Any Bank assigns all of its Revolving Credit Commitment to an Affiliate or may at any time, without the request consent of the Borrower, pursuant to Section 11.13(iii)Xxxxxx Bank or Administrative Agent, no recordation fee shall be required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a security interest in assign all or any a portion of its rights under this Agreement (includingthe Credit Documents to a Federal Reserve Bank; PROVIDED, without limitationHOWEVER, that no such assignment shall release the Loans owing to it and the Note held by it) in favor of any transferor Bank from its obligations hereunder or cause such Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve Systemto become a "Bank" hereunder.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (Jones Lang Lasalle Inc)
Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the written consent (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another Bank) of the Borrower and Agent Borrowers (which consent shall will not be unreasonably withheld), withheld and which consent will not be required if an Event of Default shall have occurred and be continuing) and the Agent to assign all or any part of its Revolving Credit Commitment (including the same percentage of its Note and outstanding Loans) to one or more other Persons; provided that PROVIDED THAT (a) each such assignment is in an shall be of a constant, and not a varying, percentage of all such rights and obligations, (b) unless both parties to the assignment are Banks immediately prior to giving effect to the assignment, the amount of at least $10,000,000 or the entire Revolving Credit Commitment of such Bank, and if the assigning Bank being assigned pursuant to each such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect (determined as of the date of the assignment and acceptance with respect to such assignment assignment) shall not be less than $10,000,000; 5,000,000 (or if less, the entire amount of such Bank's Revolving Credit Commitment, or $1,000,000 if such assignment is from one Bank to another Bank or to an Affiliate of the assigning Bank) and provided further that shall be an integral multiple of $1,000,000, (c) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an assignment and acceptance, together with any Revolving Notes subject to such assignment, (d) neither the consent of the Borrower Borrowers nor of the Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any Affiliate affiliate of the assigning Bank or to any Bank. Each , (e) the assigning Bank shall have a Revolving Credit Commitment of at least $10,000,000 after giving effect to such assignment unless such assignment is of all of such assigning Bank's Revolving Credit Commitment, and (f) no such assignment shall set forth be made to any Person known by the assignee's address for notices assignor to be given under Section 11.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereofa competitor of any Borrower. Upon any such assignment, delivery its notification to the Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, the payment of a $3,500 2,500 recordation fee to the Agent, the assignee shall become a Bank hereunder, all Loans and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof hereof, and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; provided, however, in the event a Bank assigns all of its Revolving Credit Commitment to an Affiliate or at the request of the Borrower, pursuant to Section 11.13(iii), no recordation fee shall be required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.
Appears in 1 contract
Samples: Secured Credit Agreement (Minnesota Corn Processors LLC)
Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another Bank) of the Borrower and Agent (which consent shall not be unreasonably withheld)withheld or delayed) and the Agent, to assign all or any part of its Revolving Credit Commitment (including the same percentage of its Note and Note, outstanding Loans) to one or more other Persons; provided that each such assignment is in an amount of at least $10,000,000 5,000,000 or the entire Revolving Credit Commitment of such Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect ; provided further that (i) the consent of the Borrower to any such assignment shall not be less than $10,000,000; required during the continuance of an Event of Default and provided further that (ii) neither the consent of the Borrower nor of the Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any if the assignee is an Affiliate of the assigning Bank. Each such assignment shall set forth the assignee's address for notices to be given under Section 11.8 12.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Agent and the Borrower of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, the payment of a $3,500 2,500 recordation fee to the Agent, the assignee shall become a Bank hereunder, all Loans and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment. At the time of the assignment the Borrower shall execute and deliver to the assignor and/or assignee new Notes.
(b) Any Bank may at any time, without the consent of the Borrower or Agent, assign all or a portion of its rights under the Credit Documents to a Federal Reserve Bank; provided, however, in that no such assignment shall release the event a transferor Bank assigns all of from its Revolving Credit Commitment to an Affiliate obligations hereunder or at the request of the Borrower, pursuant to Section 11.13(iii), no recordation fee shall be required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Note held by it) in favor of any cause such Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve Systemto become a "Bank" hereunder.
Appears in 1 contract
Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the written prior consent (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another Bank) of the Borrower and Agent (which consent of the Agent shall not be unreasonably withheld)) and, so long as no Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld) to assign sell, assign, transfer or negotiate all or any part of its Revolving Credit Commitment Commitments (including the same percentage of its Note Notes, outstanding Loans and outstanding LoansReimbursement Obligations owed to it) to one or more commercial banks or other Personsfinancial institutions or investors; provided PROVIDED, HOWEVER, that in order to make any such assignment (i) unless the assigning Bank is assigning all of its Commitments, the assigning Bank shall retain at least $5,000,000 in an amount outstanding Loans, interests in Letters of Credit and unused Commitments, (ii) the assignee bank shall have outstanding Loans, interests in Letters of Credit and unused Commitments of at least $10,000,000 or 5,000,000, (iii) the entire assignment of a Revolving Credit Commitment Note shall cover the same percentage of such Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment, Revolving Loans and interests in Letters of Credit, (iv) the Swing Loans and Swing Line Commitment after giving effect to shall only be assigned (if at all) in total, (v) each such assignment shall not be less than $10,000,000; and evidenced by a written agreement (substantially in the form attached hereto as Exhibit G or in such other form acceptable to the Agent) executed by such assigning Bank, such assignee bank or banks, the Agent and, if required as provided further that neither above, the consent Borrower, which agreement shall specify in each instance the portion of the Borrower nor Obligations which are to be assigned to the assignee bank and the portion of the Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any Affiliate Commitments of the assigning Bank. Each such assignment shall set forth the assignee's address for notices Bank to be given under Section 11.8 hereof hereunder assumed by the assignee bank or banks, and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery (vi) the assigning Bank shall pay to the Agent a processing fee of an executed copy of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, the payment of a $3,500 recordation fee to the Agent, the agreement. Any such assignee shall become a Bank hereunder, for all Loans purposes hereunder to the extent of the Commitments it assumes and the Revolving Credit Commitment it thereby holds assigning Bank shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have released from its Revolving Credit Commitmentobligations, and will have released its obligations and rights in connection therewithrights, reduced by under the amount Loan Documents to the extent of such assignment; provided, however, . The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the event a Loans and Reimbursement Obligations owed to it or its Commitments under this Section any financial or other information pertaining to the Borrower so long as such purchaser or prospective purchaser agrees to be bound by Section 12.21 hereof. Notwithstanding anything herein to the contrary, (i) any assigning Bank assigns all of its Revolving Credit Commitment to an Affiliate or at the request of may, without obtaining the Borrower's consent, pursuant to Section 11.13(iii), no recordation fee shall be required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a security interest in assign all or any a portion of its rights under Commitments (and related outstanding Obligations hereunder) to its parent entity and/or any -65- affiliate of such Bank which is at least 80% owned by such Bank or its parent entity or to any one or more Banks and (ii) nothing in this Agreement (including, without limitation, the shall prevent or prohibit any Bank from pledging its Loans owing and Notes to it and the Note held by it) in favor of any a Federal Reserve Bank in accordance with Regulation A support of the Board of Governors of the borrowings made by such Bank from such Federal Reserve SystemBank.
Appears in 1 contract
Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another Bank) of the Borrower and Agent (which consent shall not be unreasonably withheld)withheld or delayed) of the Company and the Administrative Agent, to assign all or any part of its Revolving Credit Commitment or its Term Loan Commitment (including which assignment, if involving its Revolving Credit Commitment or Revolving Loans, must be of the same percentage of its Note Committed Revolving Loan Note, outstanding Committed Revolving Loans, participations in Letters of Credit and outstanding Swing Line Loans) to one or more other Persons; provided that each such assignment is in an amount of at least $10,000,000 5,000,000 of its Revolving Credit Commitment (or $1,000,000 in the case of an assignment to another Bank) and $1,000,000 (or such lesser amount as may be consented to by the Administrative Agent and the Company) of its Term Loan Commitment (or outstanding Term Loans, if its Term Loan Commitment has been terminated) or the entire Revolving Credit Commitment and Term Loan Commitments (or outstanding Term Loans, if its Term Loan Commitment has been terminated) of such assigning Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect to such assignment shall not be less than $10,000,000; and provided further that neither no such consents from the consent of Administrative Agent or the Borrower nor of the Agent Company shall be required for any Bank to assign all if the assignee is another Bank, a Related Fund or part of its Revolving Credit Commitment to any an Affiliate of the assigning Bank (provided that any such Affiliate of the assigning Bank complies with Section 17.1(b) hereof at the time of such assignment) and no such consent shall be required from the Company for any assignment made during the continuance of any Event of Default or for any such assignment to an Affiliate of a Bank. Each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit K) executed by such assigning Bank, such assignee Bank or Banks, and, if required as provided above, the Administrative Agent and/or the Company. Each such assignment shall set forth the assignee's address for notices to be given under Section 11.8 17.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 14.4 hereof. Upon any such assignment, delivery to the Administrative Agent and the Company of an executed copy of such the assignment agreement and the forms referred to in Section 11.1 17.1 hereof, if applicable, and, except in the case of an assignment to a Person other than an Affiliate of the assigning Bank or a Fund that is a Related Fund of the assigning Bank, the payment of a $3,500 recordation fee to the Administrative Agent, the assignee shall become a Bank hereunder, all Loans, participations in Letters of Credit and Swing Line Loans and the Revolving Credit Commitment and Term Loan Commitments it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; provided, however, in . At the event a Bank assigns all of its Revolving Credit Commitment to an Affiliate or at the request time of the Borrowerassignment the Company and other relevant Borrowers shall execute and deliver new Notes to the assignor and/or assignee. Notwithstanding anything else contained in this Agreement, pursuant to Section 11.13(iii), no only one recordation fee shall be required hereunder. Notwithstanding any other provision set forth payable in this Agreement, any Bank may at any time create a security interest in all connection with simultaneous assignments to or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve Systemtwo or more Related Funds.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (General Binding Corp)
Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the written consent (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another Bank) of the Borrower and Administrative Agent (which consent shall not be unreasonably withheldwithheld or delayed), to assign all or any part of its Revolving Credit Commitment (including the same percentage of its Note and outstanding Loans) to one or more other Persons; provided that such assignment is in an amount of at least $10,000,000 or the entire Revolving Credit Commitment of such Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect to such assignment shall not be less than $10,000,000; and provided further that (i) neither the consent of the Borrower nor of the Administrative Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any Affiliate of the assigning BankBank or another Bank and (ii) the consent of the Borrower shall not be required if an Event of Default then exists. Each such assignment shall set forth the assignee's address for notices to be given under Section 11.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Administrative Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, and the payment of a $3,500 recordation fee to the Administrative Agent, the assignee shall become a Bank hereunder, all Loans and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; provided, however, in the event a Bank assigns all or any portion of its Revolving Credit Commitment to an Affiliate of such Bank or at the request of the Borrower, Borrower pursuant to Section 11.13(iii11.13(b), no recordation fee shall be required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve SystemSystem without notice to, or the consent of, the Borrower or the Administrative Agent.
(b) Notwithstanding anything to the contrary contained in this Agreement, any Bank (a "Granting Lender") may grant to a special purpose funding vehicle (an "SPC") of such Granting Lender identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any such SPC to make any Loan, (ii) if such SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof and (iii) no SPC or Granting Lender shall be entitled to receive any greater amount pursuant to Section 2.3 or 2.8 than the Granting Lender would have been entitled to receive had the Granting Lender not otherwise granted such SPC the option to provide any Loan to the Borrower. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Bank would otherwise be liable so long as, and to the extent that, the related Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against or join any other person in instituting against such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. Notwithstanding the foregoing, the Granting Lender unconditionally agrees to indemnify the Borrower, the Administrative Agent and each Bank against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be incurred by or asserted against the Borrower, the Administrative Agent or such Bank, as the case may be, in any way relating to or arising as a consequence of any such forbearance or delay in the initiation of any such proceeding against its SPC. Each party hereto hereby acknowledges and agrees that no SPC shall have the rights of a Bank hereunder, such rights being retained by the applicable Granting Lender. Accordingly, and without limiting the foregoing, each party hereby further acknowledges and agrees that no SPC shall have any voting rights hereunder and that the voting rights attributable to any Loan made by an SPC shall be exercised only by the relevant Granting Lender and that each Granting Lender shall serve as the administrative agent and attorney-in-fact for its SPC and shall on behalf of its SPC receive any and all payments made for the benefit of such SPC and take all actions hereunder to the extent, if any, such SPC shall have any rights hereunder. In addition, notwithstanding anything to the contrary contained in this Agreement, any SPC may with notice to, but without the prior written consent of any other party hereto, assign all or a portion of its interest in any Loans to the Granting Lender. This Section may not be amended without the prior written consent of each Granting Lender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (NRG Energy Inc)
Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the written prior consent of the Agent and, so long as no Event of Default then exists, the Borrower (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another Bank) which consent of the Borrower and Agent (which consent shall not be unreasonably withheld-it being agreed that the Borrower's consent shall not be required during the existence of any Event of Default), to assign sell, assign, transfer or negotiate all or any part of its Revolving Credit Commitment Commitments (including the same percentage of its Note Notes, outstanding Loans and outstanding LoansReimbursement Obligations owed to it) to one or more commercial banks or other Persons; financial institutions, provided that that, unless otherwise agreed to by the Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitments; provided, however, that in order to make any such assignment (i) unless the assigning Bank is assigning all of its Commitments, outstanding Loans and Reimbursement Obligations, the assigning Bank shall retain at least $5,000,000 in an amount Commitments, outstanding Loans and Reimbursement Obligations, (ii) the assignee bank shall have Commitments, outstanding Loans and Reimbursement Obligations of at least $10,000,000 or the entire Revolving Credit Commitment of such Bank5,000,000, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect to (iii) each such assignment shall not be less than $10,000,000; and evidenced by a written agreement (substantially in the form attached hereto as Exhibit I or in such other form acceptable to the Agent) executed by such assigning Bank, such assignee bank or banks, the Agent and, if required as provided further that neither above, the consent Borrower, which agreement shall specify in each instance the portion of the Borrower nor Obligations which are to be assigned to the assignee bank and the portion of the Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any Affiliate Commitments of the assigning Bank. Each such assignment shall set forth the assignee's address for notices Bank to be given under Section 11.8 hereof hereunder assumed by the assignee bank or banks, and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery (iv) the assigning Bank shall pay to the Agent a processing fee of an executed copy of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, the payment of a $3,500 recordation fee to the Agent, the agreement. Any such assignee shall become a Bank hereunder, for all Loans purposes hereunder to the extent of the Commitments it assumes and the Revolving Credit Commitment it thereby holds assigning Bank shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have released from its Revolving Credit Commitmentobligations, and will have released its obligations and rights in connection therewithrights, reduced by under the amount Loan Documents to the extent of such assignment; provided, however, . The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the event a Bank assigns all of Loans and Reimbursement Obligations owed to it or its Revolving Credit Commitment Commitments under this Section any financial or other information pertaining to an Affiliate or at the request of the Borrower, pursuant to Section 11.13(iii), no recordation fee shall be required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.
Appears in 1 contract
Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another Bank) of the Borrower and Agent (which consent shall not be unreasonably withheld)withheld or delayed) and the Administrative Agent, to assign assign, transfer or negotiate all or any part of its Revolving rights and obligations under the Credit Commitment Documents (including including, without limitation, the same indebtedness evidenced by the Notes then held by such assigning Bank, together with an equivalent percentage of its Note obligation to make Loans and outstanding Loansparticipate in Letters of Credit) to one or more other Persons, provided that, unless otherwise agreed to by the Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's rights and obligations under the Credit Documents; provided that each such assignment is in an amount of at least $10,000,000 5,000,000 or the entire Revolving Credit Commitment of such Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect ; provided further that (i) the consent of the Borrower to any such assignment shall not be less than $10,000,000; required during the continuance of an Event of Default and provided further that (ii) neither the consent of the Borrower nor of the Administrative Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any if the assignee is an Affiliate of the assigning Bank. Each such assignment shall set forth the assignee's address for notices to be given under Section 11.8 12.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Administrative Agent and the Borrower of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, the payment of a $3,500 recordation fee to the Administrative Agent, the assignee shall become a Bank hereunder, all Loans Loans, participations in Letters of Credit and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment. At the time of the assignment the Borrower shall execute and deliver to the assignor and/or assignee new Notes.
(b) Any Bank may at any time, without the consent of the Borrower or Administrative Agent, assign all or a portion of its rights under the Credit Documents to a Federal Reserve Bank; provided, however, in that no such assignment shall release the event a transferor Bank assigns all of from its Revolving Credit Commitment to an Affiliate obligations hereunder or at the request of the Borrower, pursuant to Section 11.13(iii), no recordation fee shall be required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Note held by it) in favor of any cause such Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve Systemto become a "Bank" hereunder.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (Jones Lang Lasalle Inc)
Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the written consent (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another Bank) of the Borrower Borrowers and Administrative Agent (which consent shall will not be unreasonably withheld), ) to assign all or any part of its Revolving Credit Commitment (including the same percentage of its Note and outstanding Loans) to one or more other Persons; provided that (i) each such assignment is in an shall be of a constant, and not a varying, percentage of all such rights and obligations, (ii) unless both parties to the assignment are Banks immediately prior to giving effect to the assignment, the amount of at least $10,000,000 or the entire Revolving Credit Commitment of such Bank, and if the assigning Bank being assigned pursuant to each such assignment is not for (determined as of the date of such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect to such assignment assignment) shall not be less than $10,000,000; 10,000,000 (or if less, the entire amount of such Bank's Revolving Credit Commitment, or $1,000,000 if such assignment is from one Bank to another) and provided further that shall be an integral multiple of $1,000,000, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording, an assignment and acceptance, together with any Notes subject to such assignment, and (iv) neither the consent of the Borrower Borrowers nor of the Administrative Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any Affiliate affiliate of the assigning Bank or to any Bank. Each ; provided further, however, that each such assignment shall set forth the assignee's address for notices to be given under Section 11.8 hereof assigning Bank, unless assigning all of its Revolving Credit Commitment hereunder and under the Chemical Credit Agreement, maintains a minimum Revolving Credit Commitment hereunder which, together with its designated Lending Office pursuant to Section 9.4 hereofrevolving credit commitment under the Chemical Credit Agreement, is not less than $10,000,000. Upon any such assignmentassignment (except any assignment made pursuant to Sections 1.2 or 9.7(b) hereof), delivery its notification to the Administrative Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, the payment of a $3,500 3,000 recordation fee to the Administrative Agent, the assignee shall become a Bank hereunder, all Loans and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof hereof, and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; providedassignment and Section 1.1(b) hereof shall be automatically amended, howeverwithout further action, in to reflect the event addition of such assignee as a Bank assigns all and the reduction of its the Revolving Credit Commitment to an Affiliate or at the request of the Borrowerassignor as described in such assignment. Upon your acceptance hereof in the manner hereinafter set forth, pursuant to Section 11.13(iii), no recordation fee this Agreement shall be required hereundera contract between us for the purposes hereinabove set forth. Notwithstanding any other provision set forth in this AgreementDated as of December 23, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement (including1996. FIRST MISSISSIPPI CORPORATION By: ------------------------------------- Its: ------------------------------------- AMPRO FERTILIZER, without limitation, the Loans owing INC. By: ------------------------------------- Its: ------------------------------------- Accepted and Agreed to it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A as of the Board of Governors of the Federal Reserve System.day and year last above written. XXXXXX TRUST AND SAVINGS BANK individually and as Administrative Agent By: --------------------------------------- Its Senior Vice President Address: 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Agribusiness Division Eurodollar Lending Office: Nassau Branch 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 CAISSE NATIONALE DE CREDIT AGRICOLE By: --------------------------------------- Its: --------------------------------------- By: --------------------------------------- Its: --------------------------------------- Address: 00 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000-0000 Attention: Xxx Xxxx Eurodollar Lending Office: ------------------------ ------------------------ CIBC INC. By: ---------------------------------------- Its: --------------------------------------- Address: Two Paces West 0000 Xxxxx Xxxxx Xxxx Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000 Attention: Xxxx Xxxxxxxxx Eurodollar Lending Office: ----------------------- ----------------------- BANQUE NATIONALE DE PARIS, HOUSTON AGENCY By: --------------------------------------- Its: --------------------------------------- Address: 000 Xxxxx Xxxxxxx Xxxxxx Suite 2630 Dallas, Texas 75201 Attention: Xxxxx X. Xxxx Eurodollar Lending Office: ----------------------- ----------------------- BANK OF AMERICA ILLINOIS By: --------------------------------------- Its: --------------------------------------- Address: 0000 Xxxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000 Attention: Xxxx Xxxxxx Eurodollar Lending Office: --------------------------- --------------------------- COMMERZBANK AKTIENGESELLSCHAFT, ATLANTA AGENCY By: -------------------------------------- Its: -------------------------------------- By: -------------------------------------- Its: -------------------------------------- Address: 0000 Xxxxxxxxx XX Xxxxxxx, Xxxxxxx 00000 Attention: Xxxx Xxxxxxxx Eurodollar Lending Office: --------------------------- ---------------------------
Appears in 1 contract
Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the written consent (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another Bank) of the Borrower (except Borrower’s consent is not required during the occurrence and continuance of a Default or an Event of Default) and Agent and Issuing Agent and Swingline Bank (which consent shall not be unreasonably withheld), to assign all or any part of its Revolving Credit Commitment (including the same percentage of its Note Note, outstanding Loans and outstanding Loansparticipations in Letter of Credit) to one or more other Persons; provided that such assignment is shall be evidenced by an Assignment and Acceptance Agreement and shall be in an amount of at least $10,000,000 5,000,000 or the entire Revolving Credit Commitment of such Bank, and if such assignment is not for such Bank's ’s entire Revolving Credit Commitment then such Bank's Revolving Credit ’s Commitment after giving effect to such assignment shall not be less than $10,000,0005,000,000; and provided further that neither the consent of the Borrower nor of the Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any Affiliate affiliate of the assigning Bank. Each such assignment shall set forth the assignee's ’s address for notices to be given under Section 11.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, and the payment of a $3,500 2,500 recordation fee to the Agent, the assignee shall become a Bank hereunder, all Loans Loans, participations in Letters of Credit and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; provided, however, in .
(b) Each Bank shall have the event a Bank assigns all of its Revolving Credit Commitment right to an Affiliate or at the request of the Borrower, pursuant to Section 11.13(iii), no recordation fee shall be required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of assign its rights hereunder and under this Agreement (including, without limitation, the Loans owing to it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve Systemevidencing its Loans to a federal reserve bank.
Appears in 1 contract
Samples: Credit Agreement (Transport Corporation of America Inc)
Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent of Xxxxxx Bank (except in so long as Xxxxxx Bank is providing the case Swingline Loans under Section 1.2 hereof), the Administrative Agent and, so long as no Event of an assignment to Default shall have occurred and be continuing, the Borrower (i) an Affiliate of such Bank, or (ii) another Bank) which consent of the Borrower and Agent (which consent shall not be unreasonably withheldwithheld or delayed), to assign assign, transfer or negotiate all or any part of its Revolving rights and obligations under the Credit Commitment Documents (including including, without limitation, the same indebtedness evidenced by the Notes then held by such assigning Bank, together with an equivalent percentage of its Note obligation to make Loans and outstanding Loansparticipate in Letters of Credit) to one or more other Persons, provided that, unless otherwise agreed to by the Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's rights and obligations under the Credit Documents; provided that each such assignment is in an amount of at least $10,000,000 5,000,000 or the entire Revolving Credit Commitment of such Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect ; provided further that (i) the consent of the Borrower to any such assignment shall not be less than $10,000,000; required during the continuance of an Event of Default and provided further that (ii) neither the consent of the Borrower nor of the Administrative Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any if the assignee is an Affiliate of the assigning Bank. Each such assignment shall set forth forswth the assignee's address for notices to be given under Section 11.8 12.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Administrative Agent and the Borrower of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, the payment of a $3,500 recordation fee to the Administrative Agent, the assignee shall become a Bank hereunder, all Loans Loans, participations in Letters of Credit and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment. At the time of the assignment the Borrower, if requested, shall execute and deliver to the assignor and/or assignee new Notes.
(b) Any Bank may at any time, without the consent of the Borrower, Xxxxxx Bank or Administrative Agent, assign all or a portion of its rights under the Credit Documents to a Federal Reserve Bank; provided, however, in that no such assignment shall release the event a transferor Bank assigns all of from its Revolving Credit Commitment to an Affiliate obligations hereunder or at the request of the Borrower, pursuant to Section 11.13(iii), no recordation fee shall be required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Note held by it) in favor of any cause such Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve Systemto become a "Bank" hereunder.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (Jones Lang Lasalle Inc)
Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the written consent (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another Bank) of the Borrower and the Administrative Agent (which consent shall will not be unreasonably withheld), ) to assign all or any part of its Revolving Credit Commitment (including the same percentage of its Note and outstanding Loans) to one or more other Persons; provided that (i) each such assignment is in an shall be of a constant, and not a varying, percentage of all such rights and obligations, (ii) unless both parties to the assignment are Banks immediately prior to giving effect to the assignment, the amount of at least $10,000,000 or the entire Revolving Credit Commitment of such Bank, and if the assigning Bank being assigned pursuant to each such assignment is not for (determined as of the date of such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect to such assignment assignment) shall not be less than $10,000,000; 10,000,000 (or if less, the entire amount of such Bank's Revolving Credit Commitment, or $1,000,000 if such assignment is from one Bank to another) and provided further that shall be an integral multiple of $1,000,000, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording, an assignment and acceptance, together with any Notes subject to such assignment, and (iv) neither the consent of the Borrower nor of the Administrative Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any Affiliate affiliate of the assigning Bank or to any Bank. Each ; provided further, however, that each such assignment shall set forth the assignee's address for notices to be given under Section 11.8 hereof assigning Bank, unless assigning all of its Revolving Credit Commitment hereunder, maintains a minimum Revolving Credit Commitment hereunder and its designated Lending Office pursuant to Section 9.4 hereofin an amount not less than $10,000,000. Upon any such assignmentassignment (except any assignment made pursuant to Sections 1.1(d) or 9.7(b) hereof), delivery its notification to the Administrative Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, the payment of a $3,500 3,000 recordation fee to the Administrative Agent, the assignee shall become a Bank hereunder, all Loans and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof hereof, and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; providedassignment and Section 1.1(b) hereof shall be automatically amended, howeverwithout further action, in to reflect the event addition of such assignee as a Bank assigns all and the reduction of its the Revolving Credit Commitment to an Affiliate or at the request of the Borrowerassignor as described in such assignment. Upon your acceptance hereof in the manner hereinafter set forth, pursuant to Section 11.13(iii), no recordation fee this Agreement shall be required hereundera contract between us for the purposes hereinabove set forth. Notwithstanding any other provision set forth in this AgreementDated as of November 25, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing 1997. Mississippi Chemical Corporation By /s/ Xxxxxxx X. Xxxxxx Its Accepted and Agreed to it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A as of the Board day and year last above written. Xxxxxx Trust And Savings Bank individually and as Administrative Agent By /s/ Xxxxx X. Xxxxxxx Its Senior Vice President Address: 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Agribusiness Division Eurodollar Lending Office: Nassau Branch 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Credit Agricole Indosuez By /s/ Xxxx Xxxxxx Its Senior Vice President Branch Manager By /s/ Xxxxx Xxxxx, F.V.P. Its Head of Governors Corporate Banking Chicago Address: 00 Xxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000-0000 Attention: Xx. Xxx Xxxx Eurodollar Lending Office: _______________________ _______________________ Banque Nationale de Paris, Houston Agency By /s/ Xxxxx X. Xxxx Its Banking Officer Address: 000 Xxxxx Xxxxxxx Xxxxxx Suite 2630 Dallas, Texas 75201 Attention: Xxxxx X. Xxxx Eurodollar Lending Office: 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 The Fuji Bank, Limited By /s/ Xxxxxxxxx Xxxxxx Its Senior Vice President & Senior Manager Address: Suite 2100 The Marquis One Tower 000 Xxxxxxxxx Xxxxxx Xxx. XX Xxxxxxx, Xxxxxxx 00000 Attention: ____________________ Eurodollar Lending Office: _______________________ _______________________ Bank of the Federal Reserve SystemAmerica National Trust and Savings Association By /s/ W. Xxxxxx Xxxxxxx Its Managing Director Address: 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: W. Xxx Xxxxxxx Eurodollar Lending Office: 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 The Bank of Nova Scotia, Atlanta Agency By /s/ F. C. H. Xxxx Its Senior Manager Loan Operations Address: Suite 2700 000 Xxxxxxxxx Xx., X.X. Xxxxxxx, Xxxxxxx 00000 Attention: _____________________ Eurodollar Lending Office: Xxxxx 0000 000 Xxxxxxxxx Xx., X.X. Xxxxxxx, Xxxxxxx 00000 SunTrust Bank, Atlanta By /s/ Xxxxxxx X. Xxxxxx Its Vice President By /s/ Xxxxxxx XxXxxxx Its Banking Officer Address: 00 Xxxx Xxxxx 00xx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: Xxxx Xxxxxx Eurodollar Lending Office: _______________________ _______________________ First Union National Bank By /s/ Xxxxx Xxxx Its SVP/Credit Address: 000 Xxxxx Xxxxxxx Xxxxxx Xxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000 Attention: Mr. Xxxxx Xxxx Eurodollar Lending Office: _______________________ _______________________ ABN AMRO Bank N.V. By /s/ Xxxxx X. Xxxxxxxxx Its VP By X. X. Xxxxxx Its GVP Address: 0 Xxxxxxx Xxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000 Attention: Xxxxxxx VanCranenburgh Eurodollar Lending Office: _______________________ _______________________ The Dai-Ichi Kangyo Bank, Ltd. By /s/ X. Xxxxxx Its Address: ____________________ 0000 Xxxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attention: Xxxxxx Xxxx
Appears in 1 contract
Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the written consent (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another Bank) of the Borrower and Agent (which consent shall not be unreasonably withheld), to assign all or any part of its Revolving Credit Commitment (including the same percentage of its Note and outstanding Loans) to one or more other Persons; provided that such assignment is in an amount of at least $10,000,000 or the entire Revolving Credit Commitment of such Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect to such assignment shall not be less than $10,000,000; and provided further that neither the consent of the Borrower nor of the Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any Affiliate of the assigning Bank. Each such assignment shall set forth the assignee's assignees address for notices to be given under Section 11.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, the payment of a $3,500 recordation fee to the Agent, the assignee shall become a Bank hereunder, all Loans and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; provided, however, in the event a Bank assigns all of its Revolving Credit Commitment to an Affiliate or at the request of the Borrower, pursuant to Section 11.13(iii), no recordation fee shall be required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (NRG Energy Inc)
Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the written consent (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another Bank) of the Borrower and Agent (which consent shall not be unreasonably withheld), to assign all or any part of its Revolving Credit Commitment (including the same percentage of its Note and outstanding Loans) to one or more other Persons; provided that such assignment is in an amount of at least $10,000,000 or the entire Revolving Credit Commitment of such Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect to such assignment shall not be less than $10,000,000; and provided further that neither the consent of the Borrower nor of the Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any Affiliate of the assigning Bank. Each such assignment shall set forth the assignee's assignees address for notices to be given under Section 11.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, and the payment of a $3,500 recordation fee to the Agent, the assignee shall become a Bank hereunder, all Loans and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; provided, however, in the event a Bank assigns all of its Revolving Credit Commitment to an Affiliate or at the request of the Borrower, pursuant to Section 3.2(b) or 11.13(iii), no recordation fee shall be required hereunder. Notwithstanding any other provision set forth in this Agreement, any A Bank may at any time create a security interest in all or any portion not assign its Revolving Credit Commitment hereunder unless it shall simultaneously assign the same percentage of its rights commitment, if any, under this the Long-Term Credit Agreement (including, without limitation, the Loans owing to it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A the terms thereof. If the Borrower replaces a Dissenting Bank or Replaceable Bank with another entity, it shall also cause the assignment of such Dissenting Bank or Replaceable Bank's commitment, if any, under the Board Long-Term Credit Agreement in accordance with the terms thereof, and such Dissenting Bank or Replaceable Bank agrees to cooperate in the making of Governors of the Federal Reserve Systemsuch assignment.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (NRG Energy Inc)
Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the written prior consent (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another Bank) of the Borrower and Agent (which consent of the Agent shall not be unreasonably withheld)) and, so long as no Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld and shall not in any event ever be required for any assignment by Bank of Montreal) to assign sell, assign, transfer or negotiate all or any part of its Revolving Credit Commitment Commitments (including the same percentage of its Note Notes, outstanding Loans and outstanding LoansReimbursement Obligations owed to it) to one or more commercial banks or other Personsfinancial institutions or investors; provided provided, however, that such assignment is in an amount of at least $10,000,000 or the entire Revolving Credit Commitment of such Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect to such assignment shall not be less (other than $10,000,000; and provided further that neither the consent of the Borrower nor of the Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any Affiliate of the assigning Bank. Each such assignment shall set forth the assignee's address for notices to be given under Section 11.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment by Bank of Montreal) in order to an Affiliate make any such assignment (i) unless the assigning Bank is assigning all of its Commitments, the assigning Bank shall retain at least $5,000,000 in outstanding Loans, interests in Letters of Credit and unused Commitments, (ii) the assignee bank shall have outstanding Loans, interests in Letters of Credit and unused Commitments of at least $5,000,000, (iii) the assignment of a Revolving Note shall cover the same percentage of such Bank's Revolving Credit Commitment, Revolving Loans and interests in Letters of Credit, (iv) the assignment of a Term Note shall cover the same percentage of such Bank's Term Loan Commitment and Term Loans, (v) the Swing Loans and Swing Line Commitment shall only be assigned (if at all) in total, (vi) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit G or in such other form acceptable to the Agent) executed by such assigning Bank, such assignee bank or banks, the Agent and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank and the portion of the Commitments of the assigning BankBank to be assumed by the assignee bank or banks, and (vii) the payment assigning Bank shall pay to the Agent a processing fee of a $3,500 recordation fee to and any out-of-pocket attorneys' fees and expenses incurred by the Agent, the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank hereunder, for all Loans purposes hereunder to the extent of the Commitments it assumes and the Revolving Credit Commitment it thereby holds assigning Bank shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have released from its Revolving Credit Commitmentobligations, and will have released its obligations and rights in connection therewithrights, reduced by under the amount Loan Documents to the extent of such assignment; provided, however, . The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the event a Bank assigns all of Loans and Reimbursement Obligations owed to it or its Revolving Credit Commitment Commitments under this Section any financial or other information pertaining to an Affiliate or at the request of the Borrower, pursuant to Section 11.13(iii), no recordation fee shall be required hereunder. Notwithstanding anything herein to the contrary, (i) any other provision set forth in this Agreementassigning Bank may, any Bank may at any time create a security interest in without obtaining the Borrower's consent, assign all or any a portion of its rights under Commitments (and related outstanding Obligations hereunder) to its parent entity and/or any affiliate of such Bank which is at least 80% owned by such Bank or its parent entity or to any one or more Banks and (ii) nothing in this Agreement (including, without limitation, the shall prevent or prohibit any Bank from pledging its Loans owing and Notes to it and the Note held by it) in favor of any a Federal Reserve Bank in accordance with Regulation A support of the Board of Governors of the borrowings made by such Bank from such Federal Reserve SystemBank.
Appears in 1 contract
Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another Bank) of the Borrower and Agent (which consent shall not be unreasonably withheld)withheld or delayed) and the Agent, to assign all or any part of its Revolving Credit Commitment (including the same percentage of its Note Note, outstanding Loans and outstanding Loansparticipations in Letters of Credit) to one or more other Persons; provided that each such assignment is in an amount of at least $10,000,000 5,000,000 or the entire Revolving Credit Commitment of such Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect ; provided further that (i) the consent of the Borrower to any such assignment shall not be less than $10,000,000; required during the continuance of an Event of Default and provided further that (ii) neither the consent of the Borrower nor of the Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any if the assignee is an Affiliate of the assigning Bank. Each such assignment shall set forth the assignee's address for notices to be given under Section 11.8 12.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Agent and the Borrower of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, the payment of a $3,500 2,500 recordation fee to the Agent, the assignee shall become a Bank hereunder, all Loans Loans, participations in Letters of Credit and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment. At the time of the assignment the Borrower shall execute and deliver to the assignor and/or assignee new Notes.
(b) Any Bank may at any time, without the consent of the Borrower or Agent, assign all or a portion of its rights under the Credit Documents to a Federal Reserve Bank; provided, however, in that no such assignment shall release the event a transferor Bank assigns all of from its Revolving Credit Commitment to an Affiliate obligations hereunder or at the request of the Borrower, pursuant to Section 11.13(iii), no recordation fee shall be required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Note held by it) in favor of any cause such Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve Systemto become a "Bank" hereunder.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (Lasalle Partners Inc)
Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the written consent (except in the case of an assignment to (i) an Affiliate of such Bank, or (ii) another Bank) of the Borrower and Agent (which consent shall not be unreasonably withheld), to assign all or any part of its Revolving Credit Commitment (including the same percentage of its Note Note, outstanding Loans and outstanding Loansparticipations in Letters of Credit) to one or more other Persons; provided that such assignment is in an amount of at least $10,000,000 or the entire Revolving Credit Commitment of such Bank, and if such assignment is not for such Bank's entire Revolving Credit Commitment then such Bank's Revolving Credit Commitment after giving effect to such assignment shall not be less than $10,000,000; and provided further that neither the consent of the Borrower nor of the Agent shall be required for any Bank to assign all or part of its Revolving Credit Commitment to any Affiliate of the assigning Bank. Each such assignment shall set forth the assignee's assignees address for notices to be given under Section 11.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and, except in the case of an assignment to an Affiliate of the assigning Bank, and the payment of a $3,500 recordation fee to the Agent, the assignee shall become a Bank hereunder, all Loans Loans, participations in Letters of Credit and the Revolving Credit Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Revolving Credit Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment; provided, however, in the event a Bank assigns all of its Revolving Credit Commitment to an Affiliate or at the request of the Borrower, pursuant to Section 11.13(iii)) below, no recordation fee shall be required hereunder. Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.
Appears in 1 contract
