Common use of A Non Clause in Contracts

A Non. Extending Lender shall be obligated, at the request of the Borrower to assign at any time prior to the close of business on the Revolving Credit Termination Date applicable to such Non-Extending Lender all of its rights (other than rights that would survive the termination of this Agreement pursuant to subsection 10.5) and obligations hereunder to one or more Lenders or other commercial lenders nominated by Borrower and willing to become Lenders in place of such Non-Extending Lender (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 full from the Replacement Lenders (i) of the principal amount of all Revolving Credit Loans owing to such Non-Extending Lender immediately prior to an assignment to the Replacement Lenders and (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.

Appears in 1 contract

Samples: Credit Agreement (Iroquois Gas Transmission System Lp)

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A Non. Extending Lender shall be obligated, at the request of the Borrower and subject to assign (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 close of business on the Revolving Credit Termination Date applicable to such Non-Extending Lender Lender, all of its such Non-Extending Lender’s rights (other than rights that would survive the termination of this Agreement pursuant to subsection 10.5) and obligations hereunder to one another financial institution or more Lenders or other commercial lenders group of financial institutions nominated by the Borrower and willing to become Lenders 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 (the "Replacement Lenders")set forth in this Agreement. 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 Each 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 full from the Replacement Lenders (i) of the principal amount of all Revolving Credit Loans owing to such Non-Extending Lender immediately prior transfer shall be effected pursuant to an assignment to the Replacement Lenders Assignment and (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 foregoingAssumption.

Appears in 1 contract

Samples: Credit Agreement (PG&E Corp)

A Non. Extending Lender shall be obligated, at the request of the Borrower and subject to assign payment by the Borrower to the Administrative Agent for the account of such Non-Extending Lender of the principal amount of, and accrued interest on, such Lender's Loans, together with any fees or other amounts owing to such Lender under this Agreement, to transfer without recourse, representation or warranty (other than good title to its Loans), at any time prior to the close of business on the Revolving Credit Termination Maturity Date applicable to such Non-Extending Lender Lender, all of its rights (other than rights that would survive the termination of this Agreement pursuant to subsection 10.5) and obligations hereunder to one another financial institution or more Lenders or other commercial lenders group of financial institutions nominated by the Borrower and willing to become Lenders participate in the Commitments in the place of such Non-Extending Lender (the "Replacement Lenders"). In order to qualify as Lender; provided that, if such transferee is not a Replacement Lender, a Lender or lender must satisfy such transferee(s) satisfies all of the requirements of this Agreement (including without limitationand the Administrative Agent shall have consented to such transfer, the Non-Extending which consent shall not be unreasonably withheld. Each such transferee shall become a Continuing 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 hereunder in replacement of the Non-Extending Lenders is subject Lender, with the Maturity Date applicable to such Non-Extending Lenders receiving payment in full from Continuing Lender's Commitments being the Replacement Lenders (i) Extended Maturity Date, and shall enjoy all rights and assume all obligations on the part of the principal amount of all Revolving Credit Loans owing Lenders set forth in this Agreement. Simultaneously with such transfer, each such transferee shall execute and deliver to such Non-Extending Lender immediately prior to an assignment to the Replacement Lenders and (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 a written agreement assuming all obligations of the Lenders set forth in this Agreement, which agreement shall make appropriate entries be reasonably satisfactory in form and substance to the Register to reflect the foregoingAdministrative Agent.

Appears in 1 contract

Samples: Execution Copy Credit Agreement (Borgwarner Inc)

A Non. Extending Lender shall be obligated, at the request of the Borrower and subject to assign payment by the Borrower to the Administrative Agent, for the account of such Non-Extending Lender, of the principal amount of, and accrued interest on, such Lender's Loans, together with any amounts payable to such Lender pursuant to Sections 2.14, 2.15 and 2.16 and any fees or other amounts owing to such Lender under this Agreement, to transfer without recourse, representation, warranty (other than good title to its Loans) or expense to such Non-Extending Lender, at any time prior to the close of business on the Revolving Credit Termination Date applicable to such Non-Extending Lender Lender, all of its rights (other than rights that would except those which by their terms survive the termination of this Agreement pursuant to subsection 10.5termination) and obligations hereunder to one another financial institution or more Lenders or other commercial lenders nominated group of financial institutions selected by the Borrower in consultation with the Administrative Agent and willing to become Lenders participate in the facility in the place of such Non-Extending Lender (the "Replacement Lenders"). In order to qualify as Lender; provided that, if such transferee is not a Replacement Lender, a Lender or lender must satisfy such transferee(s) satisfies all of the requirements of this Agreement (including without limitationand the Administrative Agent and the Borrower each shall have consented to such transfer, which consent shall not be unreasonably withheld. Each such transferee shall become a Continuing Lender hereunder in replacement of the Non-Extending Lender must satisfy and shall enjoy all rights and assume all obligations on 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 part of the Non-Extending Lenders is subject set forth in this Agreement. Simultaneously with such transfer, each such transferee shall execute and deliver to such Non-Extending Lenders receiving payment in full from the Replacement Lenders (i) of the principal amount of all Revolving Credit Loans owing to such Non-Extending Lender immediately prior to an assignment to the Replacement Lenders and (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 an Assignment and Acceptance assuming all obligations of the Lenders set forth in the Register to reflect the foregoingthis Agreement.

Appears in 1 contract

Samples: Credit Agreement (Tesoro Petroleum Corp /New/)

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A Non. Extending Lender shall be obligated, at the request of the Borrower and subject to assign payment by the Borrower to the Administrative Agent for the account of such Non-Extending Lender of the principal amount of, and accrued interest on, such Lender's Loans, together with any fees or other amounts owing to such Lender under this Agreement, to transfer without recourse, representation or warranty (other than good title to its Loans) to such Non- Extending Lender, at any time prior to the close of business on the Revolving Credit Termination Maturity Date applicable to such Non-Extending Lender Lender, all of its rights (other than rights that would survive the termination of this Agreement pursuant to subsection 10.5) and obligations hereunder to one another financial institution or more Lenders or other commercial lenders group of financial institutions nominated by the Borrower and willing to become Lenders participate in the Commitments in the place of such Non-Extending Lender (the "Replacement Lenders"). In order to qualify as Lender; provided that, if such transferee is not a Replacement Lender, a Lender or lender must satisfy such transferee(s) satisfies all of the requirements of this Agreement (including without limitationand the Administrative Agent shall have consented to such transfer, the Non-Extending which consent shall not be unreasonably withheld. Each such transferee shall become a Continuing 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 hereunder in replacement of the Non-Extending Lenders is subject Lender, with the Maturity Date applicable to such Non-Extending Lenders receiving payment in full from Continuing Lender's Commitments being the Replacement Lenders (i) Extended Maturity Date, and shall enjoy all rights and assume all obligations on the part of the principal amount of all Revolving Credit Loans owing Lenders set forth in this Agreement. Simultaneously with such transfer, each such transferee shall execute and deliver to such Non-Extending Lender immediately prior to an assignment to the Replacement Lenders and (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 a written agreement assuming all obligations of the Lenders set forth in this Agreement, which agreement shall make appropriate entries be reasonably satisfactory in form and substance to the Register to reflect the foregoingAdministrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Borgwarner Inc)

A Non. Extending Lender shall be obligated, at the request of the Borrower and subject to assign payment by the Borrower to the Administrative Agent, for the account of such Non-Extending Lender, of the principal amount of, and accrued interest on, such Lender's Loans, together with any amounts payable to such Lender pursuant to Sections 2.14, 2.15 and 2.16 and any fees or other amounts owing to such Lender under this Agreement, to transfer without recourse, representation, warranty (other than good title to its Loans) or expense to such Non-Extending Lender, at any time prior to the close of business on the Revolving Credit Termination Date applicable to such Non-Extending Lender Lender, all of its rights (other than rights that would except those which by their terms survive the termination of this Agreement pursuant to subsection 10.5termination) and obligations hereunder to one another financial institution or more Lenders or other commercial lenders nominated group of financial institutions selected by the Borrower in consultation with the Administrative Agent and willing to become Lenders participate in the facility in the place of such Non-Extending Lender (the "Replacement Lenders"). In order to qualify as Lender; provided that, if such transferee is not a Replacement Lender, a Lender or lender must satisfy such transferee(s) satisfies all of the requirements of this Agreement (including without limitationand the Administrative Agent and the Borrower each shall have consented to such transfer, which consent shall not be unreasonably withheld. Each such transferee shall become a Continuing Lender hereunder in replacement of the Non-Extending Lender must satisfy and shall enjoy all rights and assume all obligations on 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 part of the Non-Extending Lenders is subject to set forth in this Agreement. Simultaneously with such Non-Extending Lenders receiving payment in full from the Replacement Lenders (i) of the principal amount of all Revolving Credit Loans owing to such Non-Extending Lender immediately prior to an assignment to the Replacement Lenders and (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 assignmenttransfer, the Non-Extending Banks, and the Administrative Agent shall make appropriate entries in the Register to reflect the foregoing.each

Appears in 1 contract

Samples: Tesoro Petroleum Corp /New/

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