Common use of A Non Clause in Contracts

A Non. Extending Lender shall be obligated, at the request of the Borrower and subject to 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 Revolving Termination Date applicable to such Non-Extending Lender, all of its rights (except those which by their terms survive termination) and obligations hereunder to another financial institution or group of financial institutions selected by the Borrower in consultation with the Administrative Agent and willing to participate in the facility in the place of such Non-Extending Lender; provided that, if such transferee is not a Lender, such transferee(s) satisfies all the requirements of this Agreement and 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 and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement. Simultaneously with such transfer, each

A Non. Extending Lender shall be obligated, at the request of the Borrower and subject to (i) payment by the Borrower successor ▇▇▇▇▇▇ described below to the Administrative Agent, Designated 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, together with and (ii) payment by the Borrower to such Non-Extending Lender of any amounts payable to such Non-Extending Lender pursuant to Sections 2.14, 2.15 and 2.16 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 AgreementAgreement (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 good title to 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 Revolving Termination Date applicable to such Non-Extending Lender, all of its such Non-Extending Lender’s rights (except those which by their terms survive termination) and obligations hereunder to another financial institution or group of financial institutions selected nominated by the Borrower in consultation with the Administrative Agent and willing to participate in the facility as a successor Lender in the place of such Non-Extending Lender; provided that, if such transferee is not already a Lender, such transferee(s) transferee satisfies all the requirements of this Agreement Agreement, and the Administrative Designated 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 become 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 the Lenders such Non-Extending Lender set forth in this Agreement. Simultaneously with Each such transfer, eachtransfer 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 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, 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 its rights (except those which by their terms other than rights that would survive terminationthe termination of this Agreement pursuant to subsection 10.5) and obligations hereunder to another financial institution one or group of financial institutions selected more Lenders or other commercial lenders nominated by the Borrower in consultation with the Administrative Agent and willing to participate become Lenders in the facility in the place of such Non-Extending Lender; provided that, if such transferee is not Lender (the "Replacement Lenders"). In order to qualify as a Replacement Lender, such transferee(s) satisfies 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 Administrative Agent Replacement Lender must satisfy the terms of subsection 10.6(c) and the Borrower each shall have consented to 10.6(e) as if such transfer, which consent shall not be unreasonably withheldReplacement Lender is actually a "Purchasing Lender" therein). Each such transferee shall become a Continuing Lender hereunder in replacement Such obligation of the Non-Extending Lender and shall enjoy all rights and assume all obligations on Lenders is subject to such Non-Extending Lenders receiving payment in full from the part 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 set forth 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 this Agreement. Simultaneously with such transfer, eachthe Register to reflect the foregoing.

A Non. Extending Lender shall be obligated, at the request of the Borrower and subject to payment by the Borrower to the Administrative Agent, Agent for the account of such Non-Extending Lender, 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, representation or warranty (other than good title to its Loans) or expense to such Non-Extending Lender), at any time prior to the Revolving Termination Maturity Date applicable to such Non-Extending Lender, all of its rights (except those which by their terms survive termination) and obligations hereunder to another financial institution or group of financial institutions selected nominated by the Borrower in consultation with the Administrative Agent and willing to participate in the facility Commitments in the place of such Non-Extending Lender; provided that, if such transferee is not a Lender, such transferee(s) satisfies all the requirements of this Agreement and 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 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 the Lenders set forth in this Agreement. Simultaneously with such transfer, eacheach 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 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 Interest Period extending beyond such date (a) shall have no effect in respect of such Non-Extending Lender and (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 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 Revolving Termination Date applicable to such Non-Extending Lender, all of its rights (except those which by their terms survive termination) and obligations hereunder to another financial institution or group of financial institutions selected by the Borrower in consultation with the Administrative Agent and willing to participate in the facility in the place of such Non-Extending Lender; provided that, if such transferee is not a Lender, such transferee(s) satisfies all the requirements of this Agreement and 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 and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement. Simultaneously with such transfer, eacheach such transferee shall execute and deliver to the Administrative Agent an Assignment and Acceptance 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 Borrower successor ▇▇▇▇▇▇ described below to the Administrative Agent, Designated 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, together with and (ii) payment by the Borrower to such Non-Extending Lender of any amounts payable to such Non-Extending Lender pursuant to Sections 2.14, 2.15 and 2.16 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 AgreementAgreement (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 good title to 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 Revolving Termination Date applicable to such Non-Extending Lender, all of its such Non-Extending Lender’s rights (except those which by their terms survive termination) and obligations hereunder to another financial institution or group of financial institutions selected nominated by the Borrower in consultation with the Administrative Agent and willing to participate in the facility as a successor ▇▇▇▇▇▇ in the place of such Non-Non- Extending Lender; provided that, if such transferee is not already a Lender, such transferee(s) transferee satisfies all the requirements of this Agreement Agreement, and the Administrative Designated 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 become 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 the Lenders such Non-Extending Lender set forth in this Agreement. Simultaneously with Each such transfer, eachtransfer 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 payment by the Borrower to the Administrative Agent, Agent for the account of such Non-Extending Lender, 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, representation or warranty (other than good title to its Loans) or expense to such Non-Non- Extending Lender, at any time prior to the Revolving Termination Maturity Date applicable to such Non-Extending Lender, all of its rights (except those which by their terms survive termination) and obligations hereunder to another financial institution or group of financial institutions selected nominated by the Borrower in consultation with the Administrative Agent and willing to participate in the facility Commitments in the place of such Non-Extending Lender; provided that, if such transferee is not a Lender, such transferee(s) satisfies all the requirements of this Agreement and 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 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 the Lenders set forth in this Agreement. Simultaneously with such transfer, eacheach 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 reasonably satisfactory in form and substance to the Administrative Agent.