Common use of Sales, Assignments Clause in Contracts

Sales, Assignments. Each Lender hereby agrees that, with respect to any sale or assignment (i) no such sale or assignment shall be for an amount of less than $5,000,000, (ii) each such sale or assignment shall be made on terms and conditions which are customary in the industry at the time of the transaction, (iii) each such sale or assignment shall include an equal percentage of the Revolving Credit Commitments and Term Loan Commitments of the assigning Lender, (iv) with respect to each such assignment to a Person that is not a Lender or an Affiliate of a Lender, (a) Administrative Agent, (b) in the case of assignments of Revolving Credit Commitments and Issuing Bank, and (c) in the absence of a Default or Event of Default, Borrower Representative shall have consented thereto, such consent not to be unreasonably withheld or delayed, (v) the assigning Lender shall pay to Administrative Agent a processing and recordation fee of $3,500; provided, that, Administrative Agent may waive such fee in its discretion, (vi) no sale or assignment shall be made to any Ineligible Lender and (vii) Administrative Agent, the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance Agreement. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a “Lender” for all purposes of this Agreement and (y) the assigning Lender shall have no further liability for funding the portion of Revolving Credit Commitments assumed by such other Lender.

Sales, Assignments. Each assigning Lender hereby agrees that, with respect to any sale or assignment (i) no such sale or assignment shall be for an amount of less than $5,000,0005,000,000 or an integral multiple of $1,000,000 in excess thereof, (ii) each such sale or assignment shall be made on terms and conditions which are customary in the industry at the time of the transaction, (iii) each such sale or assignment shall include an equal percentage of the Revolving Credit Commitments and Term Loan Commitments of the assigning LenderAgent and, (iv) with respect to each such assignment to a Person that is not a Lender or an Affiliate of a Lender, (a) Administrative Agent, (b) in the case of assignments of Revolving Credit Commitments and Issuing Bank, and (c) in the absence of a Default or Event of Default, Borrower Representative shall have consented theretoBorrower, on its own behalf and on behalf of each other Co-Borrower, must consent, such consent not to be unreasonably withheld or delayedwithheld, to each such assignment to a Person that is not an original signatory to this Agreement, (viv) the assigning Lender shall pay to Administrative Agent a processing and recordation fee of $3,500; provided, that, Administrative 3,500 and any reasonable out-of-pocket attorneys’ fees and expenses incurred by Agent may waive in connection with any such fee in its discretion, (vi) no sale or assignment shall be made to any Ineligible Lender and (viiv) Administrative Agent, the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance Agreement. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a “Lender” for all purposes of this Agreement and (y) the assigning Lender shall have no further liability for funding the portion of Revolving Credit Loan Commitments assumed by such other Lender. Notwithstanding any other provision of this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and any note held by it in favor of any federal reserve bank in accordance with Regulation A of the Board or U.S. Treasury Regulation 31 CFR § 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Sales, Assignments. Each Lender hereby agrees that, with respect to any sale or assignment (i) no such sale or assignment shall be for an amount of less than $5,000,0005,000,000 or any integral multiple of $1,000,000 in excess thereof (or, if less, the aggregate amount of the Loans and Loan Commitments of such Lender), (ii) each such sale or assignment shall be made on terms and conditions which are customary in the industry at the time of the transactionAgent and, (iii) each such sale or assignment shall include an equal percentage of the Revolving Credit Commitments and Term Loan Commitments of the assigning Lender, (iv) with respect to each such assignment to a Person that is not a Lender or an Affiliate of a Lender, (a) Administrative Agent, (b) in the case of assignments of Revolving Credit Commitments and Issuing Bank, and (c) in the absence of a Default or Event of Default, Borrower Representative shall have consented theretoBorrowers, must consent, such consent not to be unreasonably withheld or delayedwithheld, to each such assignment to a Person that is not an original signatory to this Agreement, (viii) the assigning Lender shall pay to Administrative Agent a processing and recordation fee of $3,500; provided, that, Administrative 3,500 and any out-of-pocket attorneys’ fees and expenses incurred by Agent may waive in connection with any such fee in its discretion, (vi) no sale or assignment shall be made to any Ineligible Lender and (viiiv) Administrative Agent, the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance Agreement. After such sale or assignment has been consummated and the Register is updated (x) the assignee Lender thereupon shall become a “Lender” for all purposes of this Agreement and (y) the assigning Lender shall have no further liability for funding the portion of Revolving Credit Loan Commitments assumed by such other Lender.

Sales, Assignments. Each Lender hereby agrees that, with respect to any sale or assignment (other than the purchase of a Participating Interest pursuant to Section 3.13 or 3.14) or in the case of an assignment by Canadian Lender or U.K. Lender to an Affiliate of Agent (i) no such sale or assignment (except with respect to an assignment of a Lender's entire Loan Commitments) shall be for an amount of less than $5,000,0005,000,000 in the aggregate and $1,000,000 increments in excess thereof, (ii) each after giving effect to any such sale or assignment shall be made on terms and conditions which are customary in assignment, the industry at the time aggregate amount of the transactionassigning Lender's Loan Commitments is equal to or greater than $5,000,000, (iii) each Agent and, in the absence of an Event of Default, Borrowers, must consent, such sale or assignment shall include an equal percentage of the Revolving Credit Commitments and Term Loan Commitments of the assigning Lenderconsent not to be unreasonably withheld, (iv) with respect to each such assignment to a Person that is not a Lender or an Affiliate of a Lenderoriginal signatory to this Agreement, (a) Administrative Agent, (b) in the case of assignments of Revolving Credit Commitments and Issuing Bank, and (c) in the absence of a Default or Event of Default, Borrower Representative shall have consented thereto, such consent not to be unreasonably withheld or delayed, (viv) the assigning Lender shall pay to Administrative Agent a processing and recordation fee of $3,500; provided, that, Administrative 3,500 and any out-of-pocket legal fees and expenses incurred by Agent may waive in connection with any such fee in its discretion, (vi) no sale or assignment shall be made to any Ineligible Lender and (viiv) Administrative Agent, the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance Agreement. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a “"Lender” " for all purposes of this Agreement and (y) the assigning Lender shall have no further liability for funding the portion of Revolving Credit Loan Commitments assumed by such other Lender.

Sales, Assignments. (a) Each Revolving Credit and Term Loan A Lender hereby agrees that, with respect to any sale or assignment by it (i) no such sale or assignment shall be for an amount of less than $5,000,000, (ii) each such sale or assignment shall be made on terms and conditions which are customary in the industry at the time of the transaction, (iii) each Agent and, in the absence of an Event of Default, Borrowers, must consent, such sale or assignment shall include an equal percentage of the Revolving Credit Commitments and Term Loan Commitments of the assigning Lenderconsent not to be unreasonably withheld, (iv) with respect to each such assignment to a Person that is not a Lender or an Affiliate of a Lenderoriginal signatory to this Agreement, (a) Administrative Agent, (b) in the case of assignments of Revolving Credit Commitments and Issuing Bank, and (c) in the absence of a Default or Event of Default, Borrower Representative shall have consented thereto, such consent not to be unreasonably withheld or delayed, (viv) the assigning Revolving Credit and Term Loan A Lender shall pay to Administrative Agent a processing and recordation fee of $3,500; provided, that, Administrative 3,500 and any out-of-pocket attorneys' fees and expenses incurred by Agent may waive in connection with any such fee in its discretion, (vi) no sale or assignment shall be made to any Ineligible Lender and (viiv) Administrative Agent, the assigning Revolving Credit and Term Loan A Lender and the assignee Revolving Credit and Term Loan A Lender shall each have executed and delivered an Assignment and Acceptance Agreement. After such sale or assignment has been consummated (x) the assignee Revolving Credit and Term Loan A Lender thereupon shall become a “"Lender” " and a "Revolving Credit and Term Loan A Lender" for all purposes of this Agreement and (y) the assigning Revolving Credit and Term Loan A Lender shall have no further liability for funding the portion of Revolving Credit Loan Commitments assumed by such other Revolving Credit and Term Loan A Lender.

Sales, Assignments. Each Lender hereby agrees that, with respect to any sale or assignment (i) no such sale or assignment shall be for an amount of less than $5,000,0005,000,000 (unless it is an assignment of all of a Lender's interest), (ii) each such sale or assignment shall be made on terms and conditions which are customary in the industry at the time of the transaction, (iii) each Agent, Issuing Lender and, in the absence of a Default or Event of Default, Borrowers, must consent, such sale or assignment shall include an equal percentage of the Revolving Credit Commitments and Term Loan Commitments of the assigning Lenderconsent not to be unreasonably withheld, (iv) with respect to each such assignment to a Person that is not a Lender or an Affiliate of a LenderLender having substantially similar credit quality as such Lender (it being understood that (A) it will not be unreasonable for Borrowers to withhold their consent to an assignment to any Person if after giving effect to such assignment, (a) Administrative Agent, (b) in WFCF and its Affiliates would have less than 50% of the case of assignments of Revolving Credit Loan Commitments and Issuing Bank, and (cB) in the absence of a Default or Event of Default, Borrower Representative any assignment to a Lender or Affiliate of a Lender by WFCF and its Affiliates that would result in WFCF and its Affiliates having less than 50% of the Revolving Loan Commitments shall have consented theretorequire the consent of Borrowers, such consent not to be unreasonably withheld or delayedwithheld), (viv) the assigning Lender shall pay to Administrative Agent a processing and recordation fee of $3,500; provided, that, Administrative 3,500 and any out-of-pocket attorneys' fees and expenses incurred by Agent may waive in connection with any such fee in its discretion, (vi) no sale or assignment shall be made to any Ineligible Lender and (viiv) Administrative Agent, the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance Agreement. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a “"Lender” " for all purposes of this Agreement and (y) the assigning Lender shall have no further liability for funding the portion of Revolving Credit Loan Commitments assumed by such other Lender. Agent (as a non-fiduciary agent on behalf of each Borrower) shall maintain, or cause to be maintained, a register (the "Register") in the United States on which it enters the name and address of each Lender as the registered owner of a Loan (and the principal amount thereof and stated interest thereon) held by such Xxxxxx (each, a "Registered Loan"). Other than in connection with an assignment by a Lender of all or any portion of a Loan to an Affiliate of such Lender, (i) a Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide) and (ii) any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any evidencing the same), a Borrower shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. In the case of any assignment by a Lender of all or any portion of its Loan to an Affiliate of such Lender, and which assignment is not recorded in the Register, the assigning Lender, on behalf of each Borrower as a non-fiduciary agent, shall maintain a register comparable to the Register. Agent (and any Lender maintaining a comparable register for transfer to Affiliates) shall make a copy of the Register available for review by Borrower Representative from time to time as Borrower Representative may reasonably request.

Sales, Assignments. Each Lender hereby agrees that, with respect to any sale or assignment (i) no such sale or assignment shall be for an amount of less than $5,000,0005,000,000 or any integral multiple of $1,000,000 in excess thereof, or, if less, the entire Revolving Loan Commitment and outstanding Term Loan of such Lender, (ii) each such sale or assignment shall be made on terms and conditions which are customary in the industry at the time of the transaction, (iii) each such sale or assignment shall include an equal percentage of the Revolving Credit Commitments and Term Loan Commitments of the assigning Lender, (iv) with respect to each such assignment to a Person that is not a Lender or an Affiliate of a Lender, (a) Administrative Agent, (b) in the case of assignments of Revolving Credit Commitments and Issuing BankArranger and, and (c) in the absence of a Default or Event of Default, Borrower Representative shall have consented theretoBorrowers, must consent, such consent not to be unreasonably withheld withheld, to each such assignment to a Person that is not an original signatory to this Agreement or delayeda Lender or an Affiliate of such Person or Lender, (viii) the assigning Lender shall pay to Administrative Agent a processing and recordation fee of $3,500; provided, that, Administrative Agent may waive such fee in its discretion, (viiv) no sale or assignment shall be made to any Ineligible Lender and (vii) Administrative Agent, the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance AgreementAgreement and (v) in the case of an assignment of the type described in subsection 11.11.2, Bank and Majority Lenders must consent thereto. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a “"Lender” " for all purposes of this Agreement and (y) the assigning Lender shall have no further liability for funding the portion of Revolving Credit Loan Commitments assumed by such other Lender.

Sales, Assignments. Each Lender hereby agrees that, with respect to any sale or assignment other than sales or assignments by a Lender to an Affiliate of such Lender (i) no such sale or assignment shall be for an amount of less than One Million Dollars ($5,000,0001,000,000), (ii) each such sale or assignment shall be made on terms and conditions which are customary in the industry at the time of the transaction, (iii) each Agent and, in the absence of a continuing Default or continuing Event of Default, Borrowers, must consent, such sale or assignment shall include an equal percentage of the Revolving Credit Commitments and Term Loan Commitments of the assigning Lenderconsent not to be unreasonably withheld, (iv) with respect to each such assignment to a Person that is not a Lender or an Affiliate of a Lenderoriginal signatory to this Agreement, (a) Administrative Agent, (b) in the case of assignments of Revolving Credit Commitments and Issuing Bank, and (c) in the absence of a Default or Event of Default, Borrower Representative shall have consented thereto, such consent not to be unreasonably withheld or delayed, (viv) the assigning Lender shall pay to Administrative Agent a processing and recordation fee of $3,500; provided, that, Administrative 3,500 and any out-of-pocket attorneys' fees and expenses incurred by Agent may waive in connection with any such fee in its discretion, (vi) no sale or assignment shall be made to any Ineligible Lender and (viiv) Administrative Agent, the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance Agreement. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a “"Lender” " for all purposes of this Agreement and (y) the assigning Lender shall have no further liability for funding the portion of Revolving Credit Loan Commitments assumed by such other Lender.

Sales, Assignments. Each Lender hereby agrees that, with respect to any sale or assignment (i) no such sale or assignment shall be for an amount of less than $5,000,0005,000,000 and $1,000,000 increments in excess of $5,000,000 or, if less, the entire remaining Revolving Loan Commitment of such Lender, (ii) each such sale or assignment shall be made on terms and conditions which are customary in the industry at the time of the transaction, (iii) each such sale or assignment shall include an equal percentage of the Revolving Credit Commitments and Term Loan Commitments of the assigning LenderAgent and, (iv) with respect to each such assignment to a Person that is not a Lender or an Affiliate of a Lender, (a) Administrative Agent, (b) in the case of assignments of Revolving Credit Commitments and Issuing Bank, and (c) in the absence of a Default or Event of Default, Borrower Representative shall have consented theretoeach Borrower, must consent, such consent not to be unreasonably withheld withheld, to each such assignment to a bank or delayedlending institution that is not a Lender to this Agreement (or an Affiliate of a Lender to this Agreement), (viv) the assigning Lender or assignee Lender shall pay to Administrative Agent a processing and recordation fee of $3,500; provided, that, Administrative 3,500 and any out-of-pocket attorneys' fees and expenses incurred by Agent may waive in connection with any such fee in its discretion, (vi) no sale or assignment shall be made (excluding sales or assignments by any Lender to any Ineligible Lender an Affiliate of such Lender) and (viiv) Administrative Agent, the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance Agreement. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a “"Lender” " for all purposes of this Agreement and (y) the assigning Lender shall have no further liability for funding the portion of Revolving Credit Loan Commitments assumed by such other Lender.

Sales, Assignments. Each Lender hereby agrees that, with respect to any sale or assignment (i) except in the case of a sale or assignment of the entire remaining amount of the assigning Lender’s Commitments and the Loans at the time owing to it, no such sale or assignment shall be for an amount of less than $5,000,0006,000,000, unless otherwise consented to by the Administrative Agent and, in the absence of a Default or Event of Default, Borrowers, (ii) each such sale or assignment shall be made on terms and conditions which are customary Administrative Agent and, in the industry at the time absence of the transactiona Default or Event of Default, (iii) each Borrowers, must consent, such sale or assignment shall include an equal percentage of the Revolving Credit Commitments and Term Loan Commitments of the assigning Lenderconsent not to be unreasonably withheld, (iv) with respect to each such assignment to a Person that is not a Lender or an Affiliate of a Lender, (a) Administrative Agent, (b) in the case of assignments of Revolving Credit Commitments and Issuing Bank, and (c) in the absence of a Default or Event of Default, Borrower Representative shall have consented thereto, such consent not to be unreasonably withheld or delayed, (viii) the assigning Lender shall pay to Administrative Agent a processing and recordation fee of $3,500; provided, that, Administrative Agent may waive such fee in its discretion, (vi) no sale or assignment shall be made to any Ineligible Lender and (viiiv) Administrative Agent, the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance Assumption Agreement, (v) such sale or assignment shall be on a pro rata basis among all Revolving Loans, Revolving Loan Commitments, Term Loans and Term Loan Commitments and (vi) such sale or assignment shall be to an Eligible Assignee. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a “Lender” for all purposes of this Agreement and (y) the assigning Lender shall have no further liability for funding the portion of Revolving Credit Commitments assumed by such other Lender.shall

Sales, Assignments. Each Lender hereby agrees that, ------------------ with respect to any sale or assignment by it (i) no such sale or assignment shall be for an amount of less than $5,000,0001,000,000 or, if less, the aggregate outstanding amount of the Term Loan B owing to it (except that no such minimum amount shall apply to an assignment by a Lender to an Affiliate of such Lender, or a fund or account managed by such Lender or an Affiliate of such Lender), (ii) each such sale or assignment shall be made on terms and conditions which are customary in the industry at the time of the transaction, (iii) each Collateral Agent shall have consented to such sale or assignment (except that no such consent shall include apply to an equal percentage assignment by a Lender to an Affiliate of the Revolving Credit Commitments and Term Loan Commitments of the assigning such Lender, (iv) with respect to each or a fund or account managed by such assignment to a Person that is not a Lender or an Affiliate of a such Lender), (a) Administrative Agent, (b) in the case of assignments of Revolving Credit Commitments and Issuing Bank, and (c) in the absence of a Default or Event of Default, Borrower Representative shall have consented thereto, such consent not to be unreasonably withheld or delayed, (viv) the assigning Lender shall pay to Administrative Collateral Agent a processing and recordation fee of $3,500; provided, that, Administrative Agent may waive 3,500 (except that no such fee shall be required in its discretion, (viconnection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) no and any out-of-pocket attorneys' fees and expenses incurred by Collateral Agent in connection with any such sale or assignment shall be made to any Ineligible Lender assignment, and (viiiv) Administrative Agent, the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment assignment and Acceptance acceptance agreement pursuant to which, among other things, the assignee Lender agrees to become bound to this Agreement, the Investment Documents and the Intercreditor Agreement as a Lender. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a “"Lender” " for all purposes of this Agreement and (y) the assigning Lender shall have no further liability for funding the portion of Revolving Credit Commitments assumed by such other LenderAgreement.

Sales, Assignments. Each Lender hereby agrees that, with respect to any sale or assignment (i) no such sale or assignment shall be for an amount of less than $5,000,0005,000,000 (unless it is an assignment of all of a Lender's interest), (ii) each such sale or assignment shall be made on terms and conditions which are customary in the industry at the time of the transaction, (iii) each Agent, Issuing Lender and, in the absence of a Default or Event of Default, Borrowers, must consent, such sale or assignment shall include an equal percentage of the Revolving Credit Commitments and Term Loan Commitments of the assigning Lenderconsent not to be unreasonably withheld, (iv) with respect to each such assignment to a Person that is not a Lender or an Affiliate of a LenderLender having substantially similar credit quality as such Lender (it being understood that (A) it will not be unreasonable for Borrowers to withhold their consent to an assignment to any Person if after giving effect to such assignment, (a) Administrative Agent, (b) in WFCF and its Affiliates would have less than 50% of the case of assignments of Revolving Credit Loan Commitments and Issuing Bank, and (cB) in the absence of a Default or Event of Default, Borrower Representative any assignment to a Lender or Affiliate of a Lender by WFCF and its Affiliates that would result in WFCF and its Affiliates having less than 50% of the Revolving Loan Commitments shall have consented theretorequire the consent of Borrowers, such consent not to be unreasonably withheld or delayedwithheld), (viv) the assigning Lender shall pay to Administrative Agent a processing and recordation fee of $3,500; provided, that, Administrative 3,500 and any out-of-pocket attorneys' fees and expenses incurred by Agent may waive in connection with any such fee in its discretion, (vi) no sale or assignment shall be made to any Ineligible Lender and (viiv) Administrative Agent, the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance Agreement. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a “"Lender” " for all purposes of this Agreement and (y) the assigning Lender shall have no further liability for funding the portion of Revolving Credit Loan Commitments assumed by such other Lender. Agent (as a non-fiduciary agent on behalf of each Borrower) shall maintain, or cause to be maintained, a register (the "Register") in the United States on which it enters the name and address of each Lender as the registered owner of a Loan (and the principal amount thereof and stated interest thereon) held by such Xxxxxx (each, a "Registered Loan"). Other than in connection with an assignment by a Lender of all or any portion of a Loan to an Affiliate of such Lender, (i) a Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide) and (ii) any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any evidencing the same), a Borrower shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. In the case of any assignment by a Lender of all or any portion of its Loan to an Affiliate of such Lender, and which assignment is not recorded in the Register, the assigning Xxxxxx, on behalf of each Borrower as a non-fiduciary agent, shall maintain a register comparable to the Register. Agent (and any Lender maintaining a comparable register for transfer to Affiliates) shall make a copy of the Register available for review by Borrower Representative from time to time as Borrower Representative may reasonably request.

Sales, Assignments. Each Lender hereby agrees that, with respect to any sale or assignment (i) no such sale or assignment shall be for an amount of less than $5,000,0005,000,000 and $1,000,000 increments in excess of $5,000,000 or, if less, the entire remaining Revolving Loan Commitment or Incremental Last Out Loan, as applicable, of such Lender, (ii) each such sale or assignment shall be made on terms and conditions which are customary in the industry at the time of the transaction, (iii) each such sale or assignment shall include an equal percentage of the Revolving Credit Commitments and Term Loan Commitments of the assigning LenderAgent and, (iv) with respect to each such assignment to a Person that is not a Lender or an Affiliate of a Lender, (a) Administrative Agent, (b) in the case of assignments of Revolving Credit Commitments and Issuing Bank, and (c) in the absence of a Default or Event of Default, Borrower Representative shall have consented theretoeach Borrower, must consent, such consent not to be unreasonably withheld withheld, to each such assignment to a bank or delayedlending institution that is not a Lender to this Agreement (or an Affiliate of a Lender to this Agreement), (viv) the assigning Lender or assignee Lender shall pay to Administrative Agent a processing and recordation fee of $3,500; provided, that, Administrative 3,500 and any out-of-pocket attorneys' fees and expenses incurred by Agent may waive in connection with any such fee in its discretion, (vi) no sale or assignment shall be made (excluding sales or assignments by any Lender to any Ineligible Lender an Affiliate of such Lender) and (viiv) Administrative Agent, the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance Agreement. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a “"Lender” " for all purposes of this Agreement and (y) the assigning Lender shall have no further liability for funding the portion of Revolving Credit Loan Commitments assumed by such other Lender.

Sales, Assignments. Each Lender hereby agrees that, with respect to any sale or assignment permitted hereunder (i) no such sale or assignment shall be for an amount of less than $5,000,000, (ii) each such sale or assignment shall be made on terms and conditions which are customary in the industry at the time of the transaction, (iii) each such sale or assignment shall include an equal percentage of the Revolving Credit Commitments and Term Loan Commitments of the assigning Lender, (iv) with respect to each such assignment to a Person that is not a Lender or an Affiliate of a Lender, (a) Administrative Agent, (b) in the case of assignments of Revolving Credit Commitments Commitments, Issuing Bank and Issuing BankSwingline Lender, and (c) in the absence of a Default or an Event of Default, Borrower Representative shall have consented thereto, such consent not to be unreasonably withheld or delayed, (viv) the assigning Lender shall pay to Administrative Agent a processing and recordation fee of $3,500; provided, that, Administrative Agent may waive such fee in its discretion, (vi) no sale or assignment shall be made to any Ineligible Lender and (viiv) Administrative Agent, the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance Agreement. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a “Lender” for all purposes of this Agreement and (y) the assigning Lender shall have no further liability for funding the portion of Revolving Credit Commitments assumed by such other Lender.

Sales, Assignments. Each Lender hereby agrees that, with respect to any sale or assignment (i) no such sale or assignment shall be for an amount of less than $5,000,00010,000,000, (ii) each such sale or assignment shall be made on terms and conditions which are customary in the industry at the time of the transaction, (iii) each such sale or assignment shall include an equal percentage of the Revolving Credit Commitments and Term Loan Commitments of the assigning LenderAgent and, (iv) with respect to each such assignment to a Person that is not a Lender or an Affiliate of a Lender, (a) Administrative Agent, (b) in the case of assignments of Revolving Credit Commitments and Issuing Bank, and (c) in the absence of a Default or Event of Default, Borrower Representative shall have consented theretoBorrowers, must consent, such consent not to be unreasonably withheld or delayedwithheld, to each such assignment to a Person that is not an existing Lender, (viv) the assigning Lender shall pay to Administrative Agent a processing and recordation fee of $3,500; provided, that, Administrative 3,500 and any out-of-pocket attorneys' fees and expenses incurred by Agent may waive in connection with any such fee in its discretion, (vi) no sale or assignment shall be made to any Ineligible Lender and (viiv) Administrative Agent, the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance Agreement. To the extent Borrowers' consent is not required for the addition of any Lender, Agent shall notify Borrower of the identity of such new Lender. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a “"Lender” " for all purposes of this Agreement and (y) the assigning Lender shall have no further liability for funding the portion of Revolving Credit Loan Commitments assumed by such other Lender.

Sales, Assignments. Each Lender hereby agrees that, with respect to any sale or assignment (i) no such sale or assignment shall be for an amount of less than $5,000,000, (ii) each such sale or assignment shall be made on terms and conditions which are customary in the industry at the time of the transaction, (iii) each such sale or assignment shall include an equal percentage of the Revolving Credit Commitments and Term Loan Commitments of the assigning Lender, (iv) with respect to each such assignment to a Person that is not a Lender or an Affiliate of a Lender, (a) Administrative Agent, (b) in the case of assignments of Revolving Credit Commitments Commitments, Issuing Bank and Issuing BankSwingline Lender, and (c) in the absence of a Default or Event of Default, Borrower Representative shall have consented thereto, such consent not to be unreasonably withheld or delayed, (viv)/(v) the assigning Lender shall pay to Administrative Agent a processing and recordation fee of $3,500; provided, that, Administrative Agent may waive such fee in its discretion, and (vi) no sale or assignment shall be made to any Ineligible Lender and (vii) Administrative Agent, the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance Agreement. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a “Lender” for all purposes of this Agreement and (y) the assigning Lender shall have no further liability for funding the portion of Revolving Credit Commitments assumed by such other Lender.

Sales, Assignments. (a) Each Lender hereby agrees that, with respect to any sale or assignment (other than the purchase of a Participating Interest pursuant to Sections 3.13 or 3.14 or in the case of an assignment by Canadian Lender or U.K. Lender to an Affiliate of Agent) (i) no such sale or assignment shall be for an amount of less than $5,000,0002,500,000 in the aggregate and $2,500,000 increments in excess thereof (or, in each case, if less, the entire remaining amount of such assigning Lender’s Revolving Credit Loans and Revolving Loan Commitments), (ii) each such sale or assignment shall be made on terms and conditions which are customary in the industry at the time of the transaction, (iii) each such sale or assignment shall include an equal percentage of the Revolving Credit Commitments and Term Loan Commitments of the assigning Lender, (iv) with respect to each such assignment to a Person that is not a Lender or an Affiliate of a Lender, (a) Administrative Agent, (b) in the case of assignments of Revolving Credit Commitments and U.K. Agent, Issuing BankBank and, and (c) in the absence of a Default or an Event of Default, Borrower Representative shall have consented theretoRepresentative, must consent, such consent not to be unreasonably withheld or delayedwithheld, to each such assignment, (viii) the assigning Lender parties to each such assignment shall pay (A) electronically execute and deliver to Administrative Agent an Assignment and Acceptance Agreement via an electronic settlement system selected by Agent (which initially shall be ClearPar, LLC) or (B) manually execute and deliver to Agent an Assignment and Acceptance Agreement, together with a processing and recordation fee of $3,500; provided, that, Administrative Agent may waive 3,500 (unless such fee in its discretion, (viis waived at the discretion of Agent) no sale or assignment shall be made to any Ineligible Lender and (viiiv) the assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Agent, the assigning Lender Questionnaire and the assignee Lender shall each have executed and delivered an Assignment and Acceptance Agreementall applicable tax documentation. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a “Lender” for all purposes of this Agreement and (y) the assigning Lender shall have no further liability for funding the portion of Revolving Credit Loan Commitments assumed by such other Lender. Any assignment by a Lender shall be on pro rata basis among all Revolving Credit Loans and Participating Interests. Without limiting the foregoing, no assignment may be made to an Ineligible Institution without the prior written consent of Borrower Representative.

Sales, Assignments. Each Lender hereby agrees that, with respect to any sale or assignment (i) no such sale or assignment shall be for an amount of less than $5,000,0005,000,000 (unless it is an assignment of all of a Lender’s interest), (ii) each such sale or assignment shall be made on terms and conditions which are customary in the industry at the time of the transaction, (iii) each Agent, Letter of Credit Issuer and, in the absence of a Default or Event of Default, Borrowers, must consent, such sale or assignment shall include an equal percentage of the Revolving Credit Commitments and Term Loan Commitments of the assigning Lenderconsent not to be unreasonably withheld, (iv) with respect to each such assignment to a Person that is not a Lender or an Affiliate of a Lender having substantially similar credit quality as such Lender, (a) Administrative Agent, (b) in the case of assignments of Revolving Credit Commitments and Issuing Bank, and (c) in the absence of a Default or Event of Default, Borrower Representative shall have consented thereto, such consent not to be unreasonably withheld or delayed, (viv) the assigning Lender shall pay to Administrative Agent a processing and recordation fee of $3,500; provided, that, Administrative 3,500 and any out-of-pocket attorneys’ fees and expenses incurred by Agent may waive in connection with any such fee in its discretion, (vi) no sale or assignment shall be made to any Ineligible Lender and (viiv) Administrative Agent, the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance Agreement. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a “Lender” for all purposes of this Agreement and (y) the assigning Lender shall have no further liability for funding the portion of Revolving Credit Loan Commitments assumed by such other Lender.

Sales, Assignments. Each Lender hereby agrees that, with respect to any sale or assignment (i) no such sale or assignment shall be for an amount of less than $5,000,000, (ii) each such sale or assignment shall be made on terms and conditions which are customary in the industry at the time of the transaction, (iii) each except in connection with an Affiliate Sale, Agent must consent, such sale or assignment shall include an equal percentage of the Revolving Credit Commitments and Term Loan Commitments of the assigning Lenderconsent not to be unreasonably withheld, (iv) with respect to each such assignment to a Person that is not a Lender or an original signatory to this Agreement, (iv) except in connection with an Affiliate of a LenderSale, (a) Administrative Agent, (b) in the case of assignments of Revolving Credit Commitments and Issuing Bank, and (c) in the absence of a Default or Event of Default, Borrower Representative shall have consented thereto, such consent not to be unreasonably withheld or delayed, (v) the assigning Lender shall pay to Administrative the Agent a processing and recordation fee of $3,500; provided, that, Administrative 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Agent may waive in connection with any such fee in its discretion, (vi) no sale or assignment shall be made to any Ineligible Lender and (viiv) Administrative Agent, each such sale or assignment by a Revolving Lender shall involve pro rata portions of the Revolving Credit Loans and Revolving Loan Commitment of the assigning Lender. Notwithstanding the foregoing, each Lender may sell or assign any portion of its rights, title, interests, remedies, powers and duties hereunder and under the assignee other Loan Documents (each, an "Affiliate Sale") to (a) any Affiliate of such Lender shall or (b) any Person that is a bank, financial institution, insurance company or mutual fund in connection with the sale of all of such Lender's lending business or assets, in each have executed case without complying with clauses (iii) and delivered an Assignment and Acceptance Agreement(iv) above. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a “"Lender” " for all purposes of this Agreement and (y) the assigning Lender Revolving Lender, if applicable, shall have no further liability for funding the portion of Revolving Credit Loan Commitments assumed by such other Lender.

Sales, Assignments. Each Lender hereby agrees that, with respect to any sale or assignment (i) no such sale or assignment shall be for an amount of less than $5,000,000, (ii) each such sale or assignment shall be made on terms and conditions which are customary in the industry at the time of the transaction, (iii) each such sale or assignment shall include an equal percentage of the Revolving Credit Commitments and Term Loan Commitments of the assigning LenderAgent and, (iv) except with respect to each such any assignment to a Person that is not a Lender Bank of America or an Affiliate any of a Lenderits Affiliates, (a) Administrative Agent, (b) in the case of assignments of Revolving Credit Commitments and Issuing Bank, and (c) in the absence of a Default or Event of Default, Borrower Representative shall have consented theretoBorrower, must consent, such consent not to be unreasonably withheld or delayedwithheld, to each such assignment to a Person that is not an original signatory to this Agreement, (viv) the assigning Lender shall pay to Administrative Agent a processing and recordation fee of $3,500; provided, that, Administrative 3,500 and any out-of-pocket attorneys' fees and expenses incurred by Agent may waive in connection with any such fee in its discretion, (vi) no sale or assignment shall be made to any Ineligible Lender and (viiv) Administrative Agent, the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance Agreement. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a “"Lender” " for all purposes of this Agreement and (y) the assigning Lender shall have no further liability for funding the portion of Revolving Credit Loan Commitments assumed by such other Lender. To the extent that Borrower's consent is not required with respect to any sale or assignment, Agent will provide written notice to the Borrower of the identity of such purchaser or assignee.

Sales, Assignments. Each Lender hereby agrees that, with respect to any sale or assignment (other than the purchase of a Participating Interest pursuant to SECTION 3.13 or 3.14) or in the case of an assignment by Canadian Lender or U.K. Lender to an Affiliate of Agent (i) no such sale or assignment shall be for an amount of less than $5,000,0005,000,000 in the aggregate and $1,000,000 increments in excess thereof, (ii) each such sale or assignment shall be made on terms and conditions which are customary Agent and, in the industry at the time absence of the transactionan Event of Default, (iii) each Borrowers, must consent, such sale or assignment shall include an equal percentage of the Revolving Credit Commitments and Term Loan Commitments of the assigning Lenderconsent not to be unreasonably withheld, (iv) with respect to each such assignment to a Person that is not a Lender or an Affiliate of a Lenderoriginal signatory to this Agreement, (a) Administrative Agent, (b) in the case of assignments of Revolving Credit Commitments and Issuing Bank, and (c) in the absence of a Default or Event of Default, Borrower Representative shall have consented thereto, such consent not to be unreasonably withheld or delayed, (viii) the assigning Lender shall pay to Administrative Agent a processing and recordation fee of $3,500; provided, that, Administrative 3,500 and any out-of-pocket legal fees and expenses incurred by Agent may waive in connection with any such fee in its discretion, (vi) no sale or assignment shall be made to any Ineligible Lender and (viiiv) Administrative Agent, the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance Agreement. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a “"Lender” " for all purposes of this Agreement and (y) the assigning Lender shall have no further liability for funding the portion of Revolving Credit Loan Commitments assumed by such other Lender. Any assignment by a Lender shall be on a PRO RATA basis among all Revolving Credit Loans and Participating Interests.

Sales, Assignments. Each Lender hereby agrees that, with respect to any sale or assignment (i) no such sale or assignment shall be for an amount of less than the lesser of (1) $5,000,0005,000,000 and (2) the amount of such Lender’s Revolving Loan Commitment, (ii) each such sale or assignment shall be made on terms and conditions which are customary in the industry at the time of the transaction, (iii) each Agent and, in the absence of an Event of Default, Borrowers, must consent, such sale or assignment shall include an equal percentage of the Revolving Credit Commitments and Term Loan Commitments of the assigning Lenderconsent not to be unreasonably withheld, (iv) with respect to each such assignment to a Person that is not a Lender or an Affiliate of a Lenderthereof, (a) Administrative Agent, (b) in the case of assignments of Revolving Credit Commitments and Issuing Bank, and (c) in the absence of a Default or Event of Default, Borrower Representative shall have consented thereto, such consent not to be unreasonably withheld or delayed, (viv) the assigning Lender shall pay to Administrative Agent a processing and recordation fee of $3,500; provided, that, Administrative 3,500 and any out-of-pocket attorneys’ fees and expenses incurred by Agent may waive in connection with any such fee in its discretion, (vi) no sale or assignment shall be made to any Ineligible Lender and (viiv) Administrative Agent, the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance Agreement. After such sale or assignment has been consummated (x) the assignee Lender thereupon shall become a “Lender” for all purposes of this Agreement and (y) the assigning Lender shall have no further liability for funding the portion of Revolving Credit Loan Commitments assumed by such other Lender. The foregoing notwithstanding, no assignment or grant of participation pursuant to subsection 11.9.2 below may be made to a Lender who is a direct competitor or an Affiliate under common control of a direct competitor of Parent.