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

Appears in 1 contract

Samples: Tesoro Petroleum Corp /New/

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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.

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 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.

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 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.

Appears in 1 contract

Samples: Execution Copy Credit Agreement (Borgwarner Inc)

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