Common use of A Non Clause in Contracts

A Non. Extending Lender shall be obligated, at the request of the Borrower and subject to (i) payment by the successor Xxxxxx described below to the Designated Agent for the account of such Non-Extending Lender of the principal amount of, and accrued interest on, such Non-Extending Lender’s Loans, and (ii) payment by the Borrower to such Non-Extending Lender of any amounts payable to such Non-Extending Lender pursuant to Section 2.17 (as if the purchase of such Non-Extending Lender’s Loans constituted a prepayment thereof) and any and all fees or other amounts owing to such Non-Extending Lender under this Agreement (including, if such Non-Extending Lender is an Issuing Lender, such accrued fronting fees as may have been agreed between the Borrower and such Issuing Lender), to transfer without recourse, representation, warranty (other than a representation that such Lender has not created an adverse claim on its Loans) or expense to such Non-Extending Lender, at any time prior to the Termination Date applicable to such Non-Extending Lender, all of such Non-Extending Lender’s rights and obligations hereunder to another financial institution or group of financial institutions nominated by the Borrower and willing to participate as a successor Xxxxxx in the place of such Non- Extending Lender; provided that, if such transferee is not already a Lender, such transferee satisfies all the requirements of this Agreement, and the Designated Agent and each Issuing Lender that is a Continuing Lender shall have consented to such transfer, which consent shall not be unreasonably withheld, conditioned or delayed. Each such transferee successor Lender shall be deemed to be a Continuing Lender hereunder in replacement of the transferor Non-Extending Lender and shall enjoy all rights and assume all obligations on the part of such Non-Extending Lender set forth in this Agreement. Each such transfer shall be effected pursuant to an Assignment and Assumption.

A Non. Extending Lender shall be obligated, at the request of the Borrower and subject to (i) payment by the successor Xxxxxx described below Borrower to the Designated Agent Administrative Agent, for the account of such Non-Extending Lender Lender, of the principal amount of, and accrued interest on, such Non-Extending Lender’s 's Loans, and (ii) payment by the Borrower to such Non-Extending Lender of together with any amounts payable to such Non-Extending Lender pursuant to Section 2.17 (as if the purchase of such Non-Extending Lender’s Loans constituted a prepayment thereof) Sections 2.14, 2.15 and 2.16 and any and all fees or other amounts owing to such Non-Extending Lender under this Agreement (including, if such Non-Extending Lender is an Issuing Lender, such accrued fronting fees as may have been agreed between the Borrower and such Issuing Lender)Agreement, to transfer without recourse, representation, warranty (other than a representation that such Lender has not created an adverse claim on good title to its Loans) or expense to such Non-Extending Lender, at any time prior to the Revolving Termination Date applicable to such Non-Extending Lender, all of such Non-Extending Lender’s its rights (except those which by their terms survive termination) and obligations hereunder to another financial institution or group of financial institutions nominated selected by the Borrower in consultation with the Administrative Agent and willing to participate as a successor Xxxxxx in the facility in the place of such Non- Non-Extending Lender; provided that, if such transferee is not already a Lender, such transferee transferee(s) satisfies all the requirements of this Agreement, Agreement and the Designated Administrative Agent and the Borrower each Issuing Lender that is a Continuing Lender shall have consented to such transfer, which consent shall not be unreasonably withheld, conditioned or delayed. Each such transferee successor Lender shall be deemed to be become a Continuing Lender hereunder in replacement of the transferor Non-Extending Lender and shall enjoy all rights and assume all obligations on the part of such Non-Extending Lender the Lenders set forth in this Agreement. Each Simultaneously with such transfer transfer, each such transferee shall be effected pursuant execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance assuming all obligations of the Lenders set forth in this Agreement.

A Non. Extending Lender shall be obligated, at the request of the Borrower and subject to (i) payment by the successor Xxxxxx described below Borrower to the Designated Administrative Agent for the account of such Non-Extending Lender of the principal amount of, and accrued interest on, such Non-Extending Lender’s 's Loans, and (ii) payment by the Borrower to such Non-Extending Lender of together with any amounts payable to such Non-Extending Lender pursuant to Section 2.17 (as if the purchase of such Non-Extending Lender’s Loans constituted a prepayment thereof) and any and all fees or other amounts owing to such Non-Extending Lender under this Agreement (including, if such Non-Extending Lender is an Issuing Lender, such accrued fronting fees as may have been agreed between the Borrower and such Issuing Lender)Agreement, to transfer without recourse, representation, representation or warranty (other than a representation that such Lender has not created an adverse claim on good title to its Loans) or expense to such Non-Non- Extending Lender, at any time prior to the Termination Maturity Date applicable to such Non-Extending Lender, all of such Non-Extending Lender’s its rights and obligations hereunder to another financial institution or group of financial institutions nominated by the Borrower and willing to participate as a successor Xxxxxx in the Commitments in the place of such Non- Non-Extending Lender; provided that, if such transferee is not already a Lender, such transferee transferee(s) satisfies all the requirements of this Agreement, Agreement and the Designated Administrative Agent and each Issuing Lender that is a Continuing Lender shall have consented to such transfer, which consent shall not be unreasonably withheld, conditioned or delayed. Each such transferee successor Lender shall be deemed to be become a Continuing Lender hereunder in replacement of the transferor Non-Extending Lender Lender, with the Maturity Date applicable to such Continuing Lender's Commitments being the Extended Maturity Date, and shall enjoy all rights and assume all obligations on the part of such Non-Extending Lender the Lenders set forth in this Agreement. Each Simultaneously with such transfer transfer, each such transferee shall execute and deliver to the Administrative Agent a written agreement assuming all obligations of the Lenders set forth in this Agreement, which agreement shall be effected pursuant reasonably satisfactory in form and substance to an Assignment and Assumptionthe Administrative Agent.

A Non. Extending Lender shall be obligated, at the request of the Borrower and subject to (i) payment by the successor Xxxxxx described below Borrower to the Designated Administrative Agent for the account of such Non-Extending Lender of the principal amount of, and accrued interest on, such Non-Extending Lender’s 's Loans, and (ii) payment by the Borrower to such Non-Extending Lender of together with any amounts payable to such Non-Extending Lender pursuant to Section 2.17 (as if the purchase of such Non-Extending Lender’s Loans constituted a prepayment thereof) and any and all fees or other amounts owing to such Non-Extending Lender under this Agreement (including, if such Non-Extending Lender is an Issuing Lender, such accrued fronting fees as may have been agreed between the Borrower and such Issuing Lender)Agreement, to transfer without recourse, representation, representation or warranty (other than a representation that such Lender has not created an adverse claim on good title to its Loans) or expense to such Non-Extending Lender), at any time prior to the Termination Maturity Date applicable to such Non-Extending Lender, all of such Non-Extending Lender’s its rights and obligations hereunder to another financial institution or group of financial institutions nominated by the Borrower and willing to participate as a successor Xxxxxx in the Commitments in the place of such Non- Non-Extending Lender; provided that, if such transferee is not already a Lender, such transferee transferee(s) satisfies all the requirements of this Agreement, Agreement and the Designated Administrative Agent and each Issuing Lender that is a Continuing Lender shall have consented to such transfer, which consent shall not be unreasonably withheld, conditioned or delayed. Each such transferee successor Lender shall be deemed to be become a Continuing Lender hereunder in replacement of the transferor Non-Extending Lender Lender, with the Maturity Date applicable to such Continuing Lender's Commitments being the Extended Maturity Date, and shall enjoy all rights and assume all obligations on the part of such Non-Extending Lender the Lenders set forth in this Agreement. Each Simultaneously with such transfer transfer, each such transferee shall execute and deliver to the Administrative Agent a written agreement assuming all obligations of the Lenders set forth in this Agreement, which agreement shall be effected reasonably satisfactory in form and substance to the Administrative Agent. (e) If the Maturity Date shall have been extended in respect of the Continuing Lenders in accordance with Section 2.7(a) any notice of borrowing pursuant to Section 2.3, 2.4 or 2.5 specifying a borrowing date occurring after the Maturity Date applicable to a Non-Extending Lender or requesting an Assignment Interest Period extending beyond such date (a) shall have no effect in respect of such Non-Extending Lender and Assumption(b) shall not specify a requested aggregate principal amount exceeding the total applicable Commitments.

A Non. Extending Lender shall be obligated, at the request of the Borrower and subject to (i) payment by the successor Xxxxxx described below Borrower to the Designated Agent Administrative Agent, for the account of such Non-Extending Lender Lender, of the principal amount of, and accrued interest on, such Non-Extending Lender’s 's Loans, and (ii) payment by the Borrower to such Non-Extending Lender of together with any amounts payable to such Non-Extending Lender pursuant to Section 2.17 (as if the purchase of such Non-Extending Lender’s Loans constituted a prepayment thereof) Sections 2.14, 2.15 and 2.16 and any and all fees or other amounts owing to such Non-Extending Lender under this Agreement (including, if such Non-Extending Lender is an Issuing Lender, such accrued fronting fees as may have been agreed between the Borrower and such Issuing Lender)Agreement, to transfer without recourse, representation, warranty (other than a representation that such Lender has not created an adverse claim on good title to its Loans) or expense to such Non-Extending Lender, at any time prior to the Revolving Termination Date applicable to such Non-Extending Lender, all of such Non-Extending Lender’s its rights (except those which by their terms survive termination) and obligations hereunder to another financial institution or group of financial institutions nominated selected by the Borrower in consultation with the Administrative Agent and willing to participate as a successor Xxxxxx in the facility in the place of such Non- Non-Extending Lender; provided that, if such transferee is not already a Lender, such transferee transferee(s) satisfies all the requirements of this Agreement, Agreement and the Designated Administrative Agent and the Borrower each Issuing Lender that is a Continuing Lender shall have consented to such transfer, which consent shall not be unreasonably withheld, conditioned or delayed. Each such transferee successor Lender shall be deemed to be become a Continuing Lender hereunder in replacement of the transferor Non-Extending Lender and shall enjoy all rights and assume all obligations on the part of such Non-Extending Lender the Lenders set forth in this Agreement. Each Simultaneously with such transfer shall be effected pursuant to an Assignment and Assumption.transfer, each

A Non. Extending Lender shall be obligated, at the request of the Borrower and subject to (i) payment by the successor Xxxxxx described below to the Designated Agent for the account of such Non-Extending Lender of the principal amount of, and accrued interest on, such Non-Extending Lender’s Loans, and (ii) payment by the Borrower to such Non-Extending Lender of any amounts payable to such Non-Extending Lender pursuant to Section 2.17 (as if the purchase of such Non-Extending Lender’s Loans constituted a prepayment thereof) and any and all fees or other amounts owing to such Non-Extending Lender under this Agreement (including, if such Non-Extending Lender is an Issuing Lender, such accrued fronting fees as may have been agreed between the Borrower and such Issuing Lender), to transfer without recourse, representation, warranty (other than a representation that such Lender has not created an adverse claim on its Loans) or expense to such Non-Extending Lender, assign at any time prior to the close of business on the Revolving Credit Termination Date applicable to such Non-Extending Lender, Lender all of such Non-Extending Lender’s its rights (other than rights that would survive the termination of this Agreement pursuant to subsection 10.5) and obligations hereunder to another financial institution one or group of financial institutions more Lenders or other commercial lenders nominated by the Borrower and willing to participate as a successor Xxxxxx become Lenders in the place of such Non- Extending Lender; provided that, if such transferee is not already a Lender, such transferee satisfies all the requirements of this Agreement, and the Designated Agent and each Issuing Lender that is a Continuing Lender shall have consented to such transfer, which consent shall not be unreasonably withheld, conditioned or delayed. Each such transferee successor Lender shall be deemed to be a Continuing Lender hereunder in replacement of the transferor Non-Extending Lender and shall enjoy all rights and assume all obligations on the part of such Non-Extending Lender set forth (the "Replacement Lenders"). In order to qualify as a Replacement Lender, a Lender or lender must satisfy all of the requirements of this Agreement (including without limitation, the Non-Extending Lender must satisfy the terms of subsection 10.6(c) and 10.6(e) as if such Non-Extending Lender is actually a "transferor Lender" therein and, the Replacement Lender must satisfy the terms of subsection 10.6(c) and 10.6(e) as if such Replacement Lender is actually a "Purchasing Lender" therein). Such obligation of the Non-Extending Lenders is subject to such Non-Extending Lenders receiving payment in this Agreement. Each full from the Replacement Lenders (i) of the principal amount of all Revolving Credit Loans owing to such transfer shall be effected pursuant Non-Extending Lender immediately prior to an Assignment assignment to the Replacement Lenders and Assumption(ii) of all accrued interest and fees and other amounts payable hereunder and then owing to such Non-Extending Lender immediately prior to the assignment to the Replacement Lenders. Upon such assignment, the Non-Extending Banks, and the Administrative Agent shall make appropriate entries in the Register to reflect the foregoing.