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Common use of Syndicated Loans Clause in Contracts

Syndicated Loans. (a) Revolving Credit Facility. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Advances to the Borrower under the Revolving Credit Facility from time to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the maturity of any of the Notes has been accelerated as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings plus outstanding Competitive Bid Loans shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower may borrow, repay and reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that (y) no Revolving Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the Revolving Credit Termination Date and (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject to the provisions of Section 2.4, be repaid only on the last day of the Interest Period with respect thereto unless such payment is accompanied by the additional payment, if any, required by Section 4.2.

Appears in 1 contract

Samples: Credit Agreement (Healthsouth Corp)

Syndicated Loans. (a) Each Bank severally agrees, on the terms and conditions of this Agreement, to make loans to the Company in Dollars during the period from and including the Effective Date to but not including the Commitment Termination Date in an aggregate principal amount at any one time outstanding which, when added to such Bank’s Revolving Credit FacilityPercentage of the L/C Obligations then outstanding does not exceed the Commitment of such Bank as in effect from time to time. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Advances to during such period the Borrower under the Revolving Credit Facility from time to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the maturity of any of the Notes has been accelerated as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings plus outstanding Competitive Bid Loans shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower Company may borrow, repay and reborrow under the Revolving Credit Facility on amount of the Commitments, and may Convert Syndicated Loans of one Type into Syndicated Loans of another Type (as provided in Section 2.10) or Continue Syndicated Loans of one Type as Syndicated Loans of the same Type (as provided in Section 2.10); provided that no more than eight separate Interest Periods in respect of Eurodollar Loans from each Bank may be outstanding at any one time. (b) The Commitment Termination Date may be extended annually, in the manner set forth in this Section 2.01(b), in each case for a Business Day period of one year measured from the Closing Commitment Termination Date untilthen in effect (each such extension an “Extension”), but provided that there shall be no more than two Extensions, such that the Commitment Termination Date shall be no later than March 24, 2028. If the Company wishes to request an extension of the Commitment Termination Date, it shall give notice to that effect to the Administrative Agent at any time and from time to time after the first anniversary of the Effective Date and not less than 30 days prior to the Commitment Termination Date then in effect. The Administrative Agent shall promptly notify each Bank of receipt of such request. Each Bank shall endeavor to respond to such request, whether affirmatively or negatively (as such determination in the sole discretion of such Bank), by notice to borrowings the Company and reborrowings) not includingthe Administrative Agent within 21 days of receipt of such request. Subject to the execution by the Company, the Revolving Credit Administrative Agent and such Bank of a duly completed Extension Agreement, the Commitment Termination DateDate applicable to the Commitment of each Bank so affirmatively notifying the Company and the Administrative Agent shall be extended for the period specified above; providedprovided that (x) no Commitment Termination Date of any Bank shall be extended unless Banks having more than 50% in aggregate amount of the Commitments in effect at the time any such extension is requested shall have elected so to extend their Commitments, however, that (y) no Revolving Loan on the date of any such extension of the Commitment Termination Date, each of the representations and warranties made by the Company herein shall be true and correct in all material respects, on and as of such date as if made on and as of such date (provided that any such representation and warranty that is a Eurodollar Rate Loan qualified as to “materiality” or “Material Adverse Effect” shall be made true and correct in all respects as of such date), except to the extent such representations and warranties expressly relate to an earlier date, in which has an Interest Period case such representations and warranties shall have been true and correct in all material respects as of such earlier date (provided that extends beyond the Revolving Credit Termination Date any such representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as of such earlier date) and (z) no Commitment Termination Date of any Bank shall be extended if a Default or Event of Default shall have occurred and be continuing. Any Bank which does not give such notice to the Company and the Administrative Agent shall be deemed to have elected not to extend as requested, and the Commitment of each non-extending Bank (and the obligations of any Issuing Lender that does not agree to extend in its capacity as an Issuing Lender) shall terminate on the Commitment Termination Date determined without giving effect to such requested extension. The Company, at its discretion, will have the right at any time pursuant to Section 2.01(c) to seek a substitute bank or banks for any Bank which does not elect to extend its Commitment. Following any such extension, the L/C Obligations shall continue to be held ratably among the Banks, but on the Commitment Termination Date as applicable to any non-extending Bank, the L/C Obligations of such non-extending Bank shall be ratably reallocated, to the extent of the Available Revolving Loan Commitments of the extending Banks to the extending Banks and the Company shall cash collateralize, on terms reasonably acceptable to the Administrative Agent and the applicable Issuing Lender, the balance of such L/C Obligations. (c) In connection with any request pursuant to Section 2.01(b) (an “Extension Request”) if the consent of a Bank is not obtained (any Bank whose consent is not obtained being referred to as a “Non-Consenting Bank”), at the Company’s request, any assignee that is a Eurodollar Rate Loan may, subject reasonably acceptable to the provisions of Section 2.4Administrative Agent (and that is not a Non-Consenting Bank) shall have the right, be repaid only on with the last day prior written consent of the Interest Period Administrative Agent (which consent shall not be unreasonably withheld or delayed), to purchase from such Non-Consenting Bank, and such Non-Consenting Bank agrees that it shall, upon the Company’s request, sell and assign to such assignee, at no expense to such Non-Consenting Bank (including with respect to any processing and recordation fees that may be applicable pursuant to Section 11.05(b), which shall be paid by the assignee or the Company), all of such Non-Consenting Bank’s right, title and interest under this Agreement and the other Loan Documents for an amount equal to the principal balance of all Loans (and unreimbursed L/C Obligations) held by such Non-Consenting Bank and all accrued interest, fees and other amounts with respect thereto unless through the date of sale (including amounts under Section 4 and Section 5), such payment is accompanied purchase and sale to be consummated pursuant to an executed Assignment and Assumption in accordance with Section 11.05 (which Assignment and Assumption need not be signed by the additional payment, if any, required by Section 4.2such Non-Consenting Bank).

Appears in 1 contract

Samples: Revolving Credit Agreement (Motorola Solutions, Inc.)

Syndicated Loans. (a) Each Bank severally agrees, on the terms and conditions of this Agreement, to make loans to the Company in Dollars during the period from and including the Effective Date to but not including the Commitment Termination Date in an aggregate principal amount at any one time outstanding which, when added to such Bank’s Revolving Credit FacilityPercentage of the L/C Obligations then outstanding does not exceed the Commitment of such Bank as in effect from time to time. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Advances to during such period the Borrower under the Revolving Credit Facility from time to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the maturity of any of the Notes has been accelerated as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings plus outstanding Competitive Bid Loans shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower Company may borrow, repay and reborrow under the Revolving Credit Facility on amount of the Commitments, and may Convert Syndicated Loans of one Type into Syndicated Loans of another Type (as provided in Section 2.10) or Continue Syndicated Loans of one Type as Syndicated Loans of the same Type (as provided in Section 2.10); provided that no more than eight separate Interest Periods in respect of Eurodollar Loans from each Bank may be outstanding at any one time. (b) The Commitment Termination Date may be extended annually, in the manner set forth in this Section 2.01(b), in each case for a Business Day period of one year measured from the Closing Commitment Termination Date untilthen in effect (each such extension an “Extension”), but provided that there shall be no more than two Extensions, such that the Commitment Termination Date shall be no later than April 25, 2024. If the Company wishes to request an extension of the Commitment Termination Date, it shall give notice to that effect to the Administrative Agent at any time and from time to time after the first anniversary of the Effective Date and not less than 30 days prior to the Commitment Termination Date then in effect. The Administrative Agent shall promptly notify each Bank of receipt of such request. Each Bank shall endeavor to respond to such request, whether affirmatively or negatively (as such determination in the sole discretion of such Bank), by notice to borrowings the Company and reborrowings) not includingthe Administrative Agent within 21 days of receipt of such request. Subject to the execution by the Company, the Revolving Credit Administrative Agent and such Bank of a duly completed Extension Agreement, the Commitment Termination DateDate applicable to the Commitment of each Bank so affirmatively notifying the Company and the Administrative Agent shall be extended for the period specified above; providedprovided that (x) no Commitment Termination Date of any Bank shall be extended unless Banks having more than 50% in aggregate amount of the Commitments in effect at the time any such extension is requested shall have elected so to extend their Commitments, however, that (y) no Revolving Loan on the date of any such extension of the Commitment Termination Date, each of the representations and warranties made by the Company herein shall be true and correct in all material respects, on and as of such date as if made on and as of such date (provided that any such representation and warranty that is a Eurodollar Rate Loan qualified as to “materiality” or “Material Adverse Effect” shall be made true and correct in all respects as of such date), except to the extent such representations and warranties expressly relate to an earlier date, in which has an Interest Period case such representations and warranties shall have been true and correct in all material respects as of such earlier date (provided that extends beyond the Revolving Credit Termination Date any such representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as of such earlier date) and (z) no Commitment Termination Date of any Bank shall be extended if a Default or Event of Default shall have occurred and be continuing. Any Bank which does not give such notice to the Company and the Administrative Agent shall be deemed to have elected not to extend as requested, and the Commitment of each non-extending Bank (and the obligations of any Issuing Lender that does not agree to extend in its capacity as an Issuing Lender) shall terminate on the Commitment Termination Date determined without giving effect to such requested extension. The Company, at its discretion, will have the right at any time pursuant to Section 2.01(c) to seek a substitute bank or banks for any Bank which does not elect to extend its Commitment. Following any such extension, the L/C Obligations shall continue to be held ratably among the Banks, but on the Commitment Termination Date as applicable to any non-extending Bank, the L/C Obligations of such non-extending Bank shall be ratably reallocated, to the extent of the Available Revolving Loan Commitments of the extending Banks to the extending Banks and the Company shall cash collateralize, on terms reasonably acceptable to the Administrative Agent and the applicable Issuing Lender, the balance of such L/C Obligations. (c) In connection with any request pursuant to Section 2.01(b) (an “Extension Request”) if the consent of a Bank is not obtained (any Bank whose consent is not obtained being referred to as a “Non-Consenting Bank”), at the Company’s request, any assignee that is a Eurodollar Rate Loan may, subject reasonably acceptable to the provisions of Section 2.4Administrative Agent (and that is not a Non-Consenting Bank) shall have the right, be repaid only on with the last day prior written consent of the Interest Period Administrative Agent (which consent shall not be unreasonably withheld or delayed), to purchase from such Non-Consenting Bank, and such Non-Consenting Bank agrees that it shall, upon the Company’s request, sell and assign to such assignee, at no expense to such Non-Consenting Bank (including with respect to any processing and recordation fees that may be applicable pursuant to Section 11.05(b), which shall be paid by the assignee or the Company), all of such Non-Consenting Bank’s right, title and interest under this Agreement and the other Loan Documents for an amount equal to the principal balance of all Loans (and unreimbursed L/C Obligations) held by such Non-Consenting Bank and all accrued interest, fees and other amounts with respect thereto unless through the date of sale (including amounts under Section 4 and Section 5), such payment is accompanied purchase and sale to be consummated pursuant to an executed Assignment and Assumption in accordance with Section 11.05 (which Assignment and Assumption need not be signed by the additional payment, if any, required by Section 4.2such Non-Consenting Bank).

Appears in 1 contract

Samples: Revolving Credit Agreement (Motorola Solutions, Inc.)

Syndicated Loans. (a) Each Bank severally agrees, on the terms and conditions of this Agreement, to make loans to the Company in Dollars during the period from and including the Effective Date to but not including the Commitment Termination Date in an aggregate principal amount at any one time outstanding which, when added to such Bank’s Revolving Credit FacilityPercentage of the L/C Obligations then outstanding does not exceed the Commitment of such Bank as in effect from time to time. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Advances to during such period the Borrower under the Revolving Credit Facility from time to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the maturity of any of the Notes has been accelerated as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings plus outstanding Competitive Bid Loans shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower Company may borrow, repay and reborrow under the Revolving Credit Facility on amount of the Commitments, and may Convert Syndicated Loans of one Type into Syndicated Loans of another Type (as provided in Section 2.10) or Continue Syndicated Loans of one Type as Syndicated Loans of the same Type (as provided in Section 2.10); provided that no more than eight separate Interest PeriodsBorrowings in respect of EurodollarTerm Benchmark Loans and RFR Loans from each Bank may be outstanding at any one time. (b) The Commitment Termination Date may be extended annually, in the manner set forth in this Section 2.01(b), in each case for a Business Day period of one year measured from the Closing Commitment Termination Date untilthen in effect (each such extension an “Extension”), but provided that there shall be no more than two Extensions, such that the Commitment Termination Date shall be no later than March 24, 2028. If the Company wishes to request an extension of the Commitment Termination Date, it shall give notice to that effect to the Administrative Agent at any time and from time to time after the first anniversary of the Effective Date and not less than 30 days prior to the Commitment Termination Date then in effect. The Administrative Agent shall promptly notify each Bank of receipt of such request. Each Bank shall endeavor to respond to such request, whether affirmatively or negatively (as such determination in the sole discretion of such Bank), by notice to borrowings the Company and reborrowings) not includingthe Administrative Agent within 21 days of receipt of such request. Subject to the execution by the Company, the Revolving Credit Administrative Agent and such Bank of a duly completed Extension Agreement, the Commitment Termination DateDate applicable to the Commitment of each Bank so affirmatively notifying the Company and the Administrative Agent shall be extended for the period specified above; providedprovided that (x) no Commitment Termination Date of any Bank shall be extended unless Banks having more than 50% in aggregate amount of the Commitments in effect at the time any such extension is requested shall have elected so to extend their Commitments, however, that (y) no Revolving Loan on the date of any such extension of the Commitment Termination Date, each of the representations and warranties made by the Company herein shall be true and correct in all material respects, on and as of such date as if made on and as of such date (provided that any such representation and warranty that is a Eurodollar Rate Loan qualified as to “materiality” or “Material Adverse Effect” shall be made true and correct in all respects as of such date), except to the extent such representations and warranties expressly relate to an earlier date, in which has an Interest Period case such representations and warranties shall have been true and correct in all material respects as of such earlier date (provided that extends beyond the Revolving Credit Termination Date any such representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as of such earlier date) and (z) no Commitment Termination Date of any Bank shall be extended if a Default or Event of Default shall have occurred and be continuing. Any Bank which does not give such notice to the Company and the Administrative Agent shall be deemed to have elected not to extend as requested, and the Commitment of each non-extending Bank (and the obligations of any Issuing Lender that does not agree to extend in its capacity as an Issuing Lender) shall terminate on the Commitment Termination Date determined without giving effect to such requested extension. The Company, at its discretion, will have the right at any time pursuant to Section 2.01(c) to seek a substitute bank or banks for any Bank which does not elect to extend its Commitment. Following any such extension, the L/C Obligations shall continue to be held ratably among the Banks, but on the Commitment Termination Date as applicable to any non-extending Bank, the L/C Obligations of such non-extending Bank shall be ratably reallocated, to the extent of the Available Revolving Loan Commitments of the extending Banks to the extending Banks and the Company shall cash collateralize, on terms reasonably acceptable to the Administrative Agent and the applicable Issuing Lender, the balance of such L/C Obligations. (c) In connection with any request pursuant to Section 2.01(b) (an “Extension Request”) if the consent of a Bank is not obtained (any Bank whose consent is not obtained being referred to as a “Non-Consenting Bank”), at the Company’s request, any assignee that is a Eurodollar Rate Loan may, subject reasonably acceptable to the provisions of Section 2.4Administrative Agent (and that is not a Non-Consenting Bank) shall have the right, be repaid only on with the last day prior written consent of the Interest Period Administrative Agent (which consent shall not be unreasonably withheld or delayed), to purchase from such Non-Consenting Bank, and such Non-Consenting Bank agrees that it shall, upon the Company’s request, sell and assign to such assignee, at no expense to such Non-Consenting Bank (including with respect to any processing and recordation fees that may be applicable pursuant to Section 11.05(b), which shall be paid by the assignee or the Company), all of such Non-Consenting Bank’s right, title and interest under this Agreement and the other Loan Documents for an amount equal to the principal balance of all Loans (and unreimbursed L/C Obligations) held by such Non-Consenting Bank and all accrued interest, fees and other amounts with respect thereto unless through the date of sale (including amounts under Section 4 and Section 5), such payment is accompanied purchase and sale to be consummated pursuant to an executed Assignment and Assumption in accordance with Section 11.05 (which Assignment and Assumption need not be signed by the additional payment, if any, required by Section 4.2such Non-Consenting Bank).

Appears in 1 contract

Samples: Credit Agreement (Motorola Solutions, Inc.)

Syndicated Loans. (a) Each Bank severally agrees, on the terms and conditions of this Agreement, to make loans to the Company in Dollars during the period from and including the Effective Date to but not including the Commitment Termination Date in an aggregate principal amount at any one time outstanding which, when added to such Bank’s Revolving Credit FacilityPercentage of the L/C Obligations then outstanding does not exceed the Commitment of such Bank as in effect from time to time. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Advances to during such period the Borrower under the Revolving Credit Facility from time to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the maturity of any of the Notes has been accelerated as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings plus outstanding Competitive Bid Loans shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower Company may borrow, repay and reborrow under the Revolving Credit Facility on amount of the Commitments, and may Convert Syndicated Loans of one Type into Syndicated Loans of another Type (as provided in Section 2.10) or Continue Syndicated Loans of one Type as Syndicated Loans of the same Type (as provided in Section 2.10); provided that no more than six separate Interest Periods in respect of Eurodollar Loans from each Bank may be outstanding at any one time. (b) The Commitment Termination Date may be extended annually, in the manner set forth in this Section 2.01(b), in each case for a Business Day period of one year measured from the Commitment Termination Date then in effect (each such extension an “Extension”), provided that there shall be no more than two Extensions, such that the Commitment Termination Date shall be no later than May 28, 2021. If the Company wishes to request an extension of the Commitment Termination Date, it shall give notice to that effect to the Administrative Agent at any time and from time to time after the first anniversary of the Closing Date untiland not less than 30 days prior to the Commitment Termination Date then in effect. The Administrative Agent shall promptly notify each Bank of receipt of such request. Each Bank shall endeavor to respond to such request, but whether affirmatively or negatively (as such determination in the sole discretion of such Bank), by notice to borrowings the Company and reborrowings) not includingthe Administrative Agent within 21 days of receipt of such request. Subject to the execution by the Company, the Revolving Credit Administrative Agent and such Bank of a duly completed Extension Agreement, the Commitment Termination DateDate applicable to the Commitment of each Bank so affirmatively notifying the Company and the Administrative Agent shall be extended for the period specified above; providedprovided that (x) no Commitment Termination Date of any Bank shall be extended unless Banks having more than 50% in aggregate amount of the Commitments in effect at the time any such extension is requested shall have elected so to extend their Commitments, however, that (y) no Revolving Loan on the date of any such extension of the Commitment Termination Date, each of the representations and warranties made by the Company herein shall be true and correct in all material respects, on and as of such date as if made on and as of such date (provided that any such representation and warranty that is a Eurodollar Rate Loan qualified as to “materiality” or “Material Adverse Effect” shall be made true and correct in all respects as of such date), except to the extent such representations and warranties expressly relate to an earlier date, in which has an Interest Period case such representations and warranties shall have been true and correct in all material respects as of such earlier date (provided that extends beyond the Revolving Credit Termination Date any such representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as of such earlier date) and (z) no Commitment Termination Date of any Bank shall be extended if a Default or Event of Default shall have occurred and be continuing. Any Bank which does not give such notice to the Company and the Administrative Agent shall be deemed to have elected not to extend as requested, and the Commitment of each non-extending Bank (and the obligations of any Issuing Lender that does not agree to extend in its capacity as an Issuing Lender) shall terminate on the Commitment Termination Date determined without giving effect to such requested extension. The Company, at its discretion, will have the right at any time pursuant to Section 2.01(c) to seek a substitute bank or banks for any Bank which does not elect to extend its Commitment. Following any such extension, the L/C Obligations shall continue to be held ratably among the Banks, but on the Commitment Termination Date as applicable to any non-extending Bank, the L/C Obligations of such non-extending Bank shall be ratably reallocated, to the extent of the Available Revolving Loan Commitments of the extending Banks to the extending Banks and the Company shall cash collateralize, on terms reasonably acceptable to the Administrative Agent and the applicable Issuing Lender, the balance of such L/C Obligations. (c) In connection with any request pursuant to Section 2.01(b) (an “Extension Request”) if the consent of a Bank is not obtained (any Bank whose consent is not obtained being referred to as a “Non-Consenting Bank”), at the Company’s request, any assignee that is a Eurodollar Rate Loan may, subject reasonably acceptable to the provisions of Section 2.4Administrative Agent (and that is not a Non-Consenting Bank) shall have the right, be repaid only on with the last day prior written consent of the Interest Period Administrative Agent (which consent shall not be unreasonably withheld or delayed), to purchase from such Non-Consenting Bank, and such Non-Consenting Bank agrees that it shall, upon the Company’s request, sell and assign to such assignee, at no expense to such Non-Consenting Bank (including with respect to any processing and recordation fees that may be applicable pursuant to Section 11.05(b), which shall be paid by the assignee or the Company), all of such Non-Consenting Bank’s right, title and interest under this Agreement and the other Loan Documents for an amount equal to the principal balance of all Loans (and unreimbursed L/C Obligations) held by such Non-Consenting Bank and all accrued interest, fees and other amounts with respect thereto unless through the date of sale (including amounts under Section 4 and Section 5), such payment is accompanied purchase and sale to be consummated pursuant to an executed Assignment and Assumption in accordance with Section 11.05 (which Assignment and Assumption need not be signed by the additional payment, if any, required by Section 4.2such Non-Consenting Bank).

Appears in 1 contract

Samples: Revolving Credit Agreement (Motorola Solutions, Inc.)