Common use of Sales, Assignments Clause in Contracts

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 $5,000,000 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) Agent and, in the absence of a Default or Event of Default, Borrower, on its own behalf and on behalf of each other Co-Borrower, must consent, such consent not to be unreasonably withheld, to each such assignment to a Person that is not an original signatory to this Agreement, (iv) the assigning Lender shall pay to Agent a processing and recordation fee of $3,500 and any reasonable out-of-pocket attorneys’ fees and expenses incurred by Agent in connection with any such sale or assignment and (v) 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 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 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 $5,000,000 or an integral multiple of $1,000,000 in excess thereof5,000,000, (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) Agent andeach 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, on its own behalf and on behalf of each other Co-Borrower, must consentBorrower Representative shall have consented thereto, such consent not to be unreasonably withheld, to each such assignment to a Person that is not an original signatory to this Agreementwithheld or delayed, (ivv) the assigning Lender shall pay to Administrative Agent a processing and recordation fee of $3,500 and any reasonable out-of-pocket attorneys’ fees and expenses incurred by 3,500; provided, that, Administrative Agent may waive such fee in connection with any such its discretion, (vi) no sale or assignment shall be made to any Ineligible Lender and (vvii) 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 Loan Credit 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 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 the lesser of (1) $5,000,000 or an integral multiple and (2) the amount of $1,000,000 in excess thereofsuch 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) Agent and, in the absence of a Default or an Event of Default, Borrower, on its own behalf and on behalf of each other Co-BorrowerBorrowers, must consent, such consent not to be unreasonably withheld, to each such assignment to a Person that is not a Lender or an original signatory to this AgreementAffiliate thereof, (iv) the assigning Lender shall pay to Agent a processing and recordation fee of $3,500 and any reasonable out-of-pocket attorneys’ fees and expenses incurred by Agent in connection with any such sale or assignment and (v) 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 Loan Commitments assumed by such other Lender. Notwithstanding any other provision The foregoing notwithstanding, no assignment or grant of this Agreement, any participation pursuant to subsection 11.9.2 below may be made to a Lender may at any time create who is a security interest in, direct competitor or pledge, all or any portion an Affiliate under common control of its rights under and interest in this Agreement and any note held by it in favor a direct competitor 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 lawParent.

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 $5,000,000 or an integral multiple of $1,000,000 in excess thereof5,000,000, (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) Agent andeach 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, Issuing Bank and Swingline Lender, and (c) in the absence of a Default or Event of Default, Borrower, on its own behalf and on behalf of each other Co-Borrower, must consentBorrower Representative shall have consented thereto, such consent not to be unreasonably withheld, to each such assignment to a Person that is not an original signatory to this Agreementwithheld or delayed, (iviv)/(v) the assigning Lender shall pay to Administrative Agent a processing and recordation fee of $3,500 and any reasonable out-of-pocket attorneys’ fees and expenses incurred by 3,500; provided, that, Administrative Agent may waive such fee in connection with any such sale or assignment its discretion, and (vvi) 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 Loan Credit 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 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 $5,000,000 or an integral multiple of $1,000,000 in excess thereof5,000,000, (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) except in connection with an Affiliate Sale, Agent and, in the absence of a Default or Event of Default, Borrower, on its own behalf and on behalf of each other Co-Borrower, must consent, such consent not to be unreasonably withheld, to each such assignment to a Person that is not an original signatory to this Agreement, (iv) except in connection with an Affiliate Sale, the assigning Lender shall pay to the Agent a processing and recordation fee of $3,500 and any reasonable out-of-pocket attorneys’ ' fees and expenses incurred by the Agent in connection with any such sale or assignment and (v) 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 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 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 $5,000,000 or an integral multiple and $1,000,000 increments in excess of $1,000,000 in excess thereof5,000,000 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) Agent and, in the absence of a Default or Event of Default, Borrower, on its own behalf and on behalf of each other Co-Borrower, must consent, such consent not to be unreasonably withheld, to each such assignment to a Person bank or lending institution that is not a Lender to this Agreement (or an original signatory Affiliate of a Lender to this Agreement), (iv) the assigning Lender or assignee Lender shall pay to Agent a processing and recordation fee of $3,500 and any reasonable out-of-pocket attorneys’ ' fees and expenses incurred by Agent in connection with any such sale or assignment (excluding sales or assignments by any Lender to an Affiliate of such Lender) and (v) 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 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 assigning 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 $5,000,000 or an integral multiple of 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 in the industry at the time of the transaction, (iii) Agent and, in the absence of a Default or an Event of Default, Borrower, on its own behalf and on behalf of each other Co-BorrowerBorrowers, must consent, such consent not to be unreasonably withheld, to each such assignment to a Person that is not an original signatory to this Agreement, (iviii) the assigning Lender shall pay to Agent a processing and recordation fee of $3,500 and any reasonable out-of-pocket attorneys’ legal fees and expenses incurred by Agent in connection with any such sale or assignment and (viv) 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 Loan Commitments assumed by such other Lender. Notwithstanding any other provision of this Agreement, any Any assignment by a Lender may at any time create shall be on a security interest in, or pledge, PRO RATA basis among all or any portion of its rights under Revolving Credit Loans 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 lawParticipating Interests.

Sales, Assignments. Each assigning 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 or an integral multiple of $1,000,000 in excess thereof5,000,000, (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) Agent and, in the absence of a Default or Event of Default, Borrower, on its own behalf and on behalf of each other Co-Borrower, must consent, such consent not to be unreasonably withheld, with respect to each such assignment to a Person that is not a Lender or an original signatory Affiliate of a Lender, (a) Administrative Agent, (b) in the case of assignments of Revolving Credit Commitments, Issuing Bank and Swingline Lender, and (c) in the absence of an Event of Default, Borrower Representative shall have consented thereto, such consent not to this Agreementbe unreasonably withheld or delayed, (iv) the assigning Lender shall pay to Administrative Agent a processing and recordation fee of $3,500 and any reasonable out-of-pocket attorneys’ fees and expenses incurred by 3,500; provided, that, Administrative Agent may waive such fee in connection with any such sale or assignment its discretion, and (v) 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 Loan Credit 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 assigning 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 $5,000,000 or an integral multiple of $1,000,000 in excess thereof6,000,000, (ii) each such sale or assignment shall be made on terms and conditions which are customary in unless otherwise consented to by the industry at the time of the transaction, (iii) Administrative Agent and, in the absence of a Default or Event of Default, BorrowerBorrowers, on its own behalf and on behalf (ii) Administrative Agent and, in the absence of each other Co-Borrowera Default or Event of Default, Borrowers, must consent, such consent not to be unreasonably withheld, to each such assignment to a Person that is not an original signatory to this Agreementa Lender or Affiliate of a Lender, (iviii) the assigning Lender shall pay to Administrative Agent a processing and recordation fee of $3,500 and any reasonable out-of-pocket attorneys’ fees and expenses incurred by Agent in connection with any such sale or assignment and 3,500, (viv) 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 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 Loan Commitments assumed by such other Lender. Notwithstanding any other provision the foregoing, (i) the provisions of this Agreement, subsection 11.9.1 shall not apply to sales or assignments pursuant to subsection 11.8 and (ii) 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 Federal Reserve Bank in accordance with Regulation A of the Board FRB 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 assigning 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 1,000,000 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 integral multiple Affiliate of $1,000,000 in excess thereofsuch 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) Collateral Agent and, in the absence of a Default or Event of Default, Borrower, on its own behalf and on behalf of each other Co-Borrower, must consent, shall have consented to such assignment (except that no such consent not shall apply to be unreasonably withheldan assignment by a Lender to an Affiliate of such Lender, to each or a fund or account managed by such assignment to a Person that is not Lender or an original signatory to this AgreementAffiliate of such Lender), (iv) the assigning Lender shall pay to Collateral Agent a processing and recordation fee of $3,500 (except that no such fee shall be required in connection 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) and any reasonable out-of-pocket attorneys’ ' fees and expenses incurred by Collateral Agent in connection with any such sale or assignment assignment, and (viv) 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 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.