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 (A) shall be for an amount of less than $5,000,000 (unless it is an assignment of all of a Lender's interest) or (B) may be made to any Loan Party or any Affiliate of a Loan Party, (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, Issuing Lender and, in the absence of a 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 a Lender or an Affiliate of a Lender 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, WFCF and its Affiliates would have less than 50% of the Revolving Loan Commitments and (B) in the absence of a Default or Event of Default, 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 require the consent of Borrowers, such consent not to be unreasonably withheld), (iv) the assigning Lender shall pay to Agent a processing and recordation fee of $3,500 and any 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. 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 Lender (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 (A) shall be for an amount of less than $5,000,000 (unless it is an assignment of all of a Lender's interest) or (B) may be made to any Loan Party or any Affiliate of a Loan Party), (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, Issuing Lender and, in the absence of a 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 a Lender or an Affiliate of a Lender 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, WFCF and its Affiliates would have less than 50% of the Revolving Loan Commitments and (B) in the absence of a Default or Event of Default, 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 require the consent of Borrowers, such consent not to be unreasonably withheld), (iv) the assigning Lender shall pay to Agent a processing and recordation fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by Agent in connection with any such sale or assignment and (v) Agent, the assigning Lender Xxxxxx 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. 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 Lender 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 (A) shall be for an amount of less than $5,000,000 (unless it is an assignment or the entire Revolving Credit Commitment and Loans of all such Lender, if less) and increments of a Lender's interest) or (B) may be made to any Loan Party or any Affiliate of a Loan Party$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) Agentin the case of an assignment by a Revolving Credit Lender of all or any portion of the Revolving Credit Loans or Revolving Credit Commitments, Issuing Lender Administrative Agent and, in the absence of a Default or Event of Default, BorrowersBorrower Representative, must consent, such consent not to be unreasonably withheldwithheld or delayed, to each such assignment to a Person that is not a Lender an original signatory to this Agreement or an Affiliate of a Lender having substantially similar credit quality as such Lender thereof (it being understood that (A) it will not be unreasonable for Borrowers to withhold their consent to an assignment to by a Term Loan B Lender of all or any Person if after giving effect to such assignment, WFCF and portion of its Affiliates would have less than 50% of the Revolving Term Loan Commitments and (B) in the absence of a Default or Event of Default, 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 B shall not require the consent of BorrowersAdministrative Agent or Borrower Representative; PROVIDED, such HOWEVER, that, no Term Loan B Lender may sell or assign any portion of the Term Loan B to any Person that conducts a substantial portion of its business in the branded bath and plumbing products or premium vacuum cleaner industries without the consent not to be unreasonably withheldof Borrower Representative), (iv) except for assignments by or to Fleet, CSFB or any of their respective Affiliates, the assigning Lender shall pay to Administrative Agent a processing and recordation fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by Administrative Agent in connection with any such sale or assignment 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) in the case of assignments of Revolving Credit Commitments, the assigning Lender shall have no further liability for funding the portion of Revolving Loan Credit 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 Lender (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 (A) shall be for an amount of less than $5,000,000 (unless it is an assignment of all of a Lender's interest) or (B) may be made to any Loan Party or any Affiliate of a Loan Party10,000,000, (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, Issuing Lender Agent and, in the absence of a Default or Event of Default, Borrowers, must consent, such consent not to be unreasonably withheld, to each such assignment to a Person (other than any Affiliate of a Lender) that is not a Lender or an Affiliate of a Lender having substantially similar credit quality as such Lender (it being understood that (A) it will not be unreasonable for Borrowers original signatory to withhold their consent to an assignment to any Person if after giving effect to such assignment, WFCF and its Affiliates would have less than 50% of the Revolving Loan Commitments and (B) in the absence of a Default or Event of Default, 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 require the consent of Borrowers, such consent not to be unreasonably withheld)this Agreement, (iv) the assigning assignor Lender (or Borrowers, in the case of an assignment required by Section 3.12) shall pay to the Agent a processing and recordation fee of $3,500 5,000, provided that no such processing fee shall be due if such assignor Lender was a Lender on the Closing Date, and any out-of-pocket attorneys' ’ fees and expenses incurred by the Agent in connection with any such sale or assignment and (v) Agent, such assignment shall be pursuant to the assigning Lender and Assignment Agreement substantially in the assignee Lender shall each have executed and delivered an Assignment and Acceptance Agreementform of Exhibit 11.9.1 hereto. 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. Agent (Notwithstanding anything to the contrary herein contained, each partial assignment shall be made 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 an assignment of a Loan (and the principal amount thereof and stated interest thereon) held by such Lender (each, a "Registered Loan"). Other than in connection with an assignment by a Lender proportionate part 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’s rights and obligations, on behalf including, without limitation, assignments of each Borrower as a non-fiduciary agent, shall maintain a register comparable all Revolving Loan Commitments 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 requestIncremental Revolving Credit Loans.

Sales, Assignments. Each Revolving Credit Lender ------------------ and Term Loan Lender hereby agrees that, with respect to any sale or assignment by it (i) no such sale or assignment (A) shall be for an amount of less than $5,000,000 1,000,000 or, if less, the aggregate outstanding amount of Revolving Credit Loans or the Term Loan owing to it (unless it is except that no such minimum amount shall apply to an assignment of all of by a Lender's interest) Revolving Credit Lender or (B) may be made Term Loan Lender to any Loan Party or any an Affiliate of such Revolving Credit Lender or Term Loan Lender, as the case may be, or a fund or account managed by such Revolving Credit Lender or Term Loan PartyLender or an Affiliate of such Revolving Credit Lender or Term Loan Lender, as the case may be), (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, Issuing Lender and, in the absence of a Default or Event of Default, Borrowers, Agent must consent, such consent not to be unreasonably withheld, to each such assignment of all or any part of the Revolving Loan Commitments or Revolving Credit Loans to a Person that is not a Lender or an Affiliate of a Lender having substantially similar credit quality as such Lender (it being understood that (A) it will not be unreasonable for Borrowers original signatory to withhold their consent to an assignment to any Person if after giving effect to such assignment, WFCF and its Affiliates would have less than 50% of the Revolving Loan Commitments and (B) in the absence of a Default or Event of Default, 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 require the consent of Borrowers, such consent not to be unreasonably withheld)this Agreement, (iv) the assigning Revolving Credit Lender or Term Loan Lender, as the case may be, shall pay to Agent a processing and recordation fee of $3,500 (except that no such fee shall be required in connection with an assignment by a Revolving Credit Lender or Term Loan Lender to an Affiliate of such Revolving Credit Lender or Term Loan Lender, as the case may be, or a fund or account managed by such Revolving Credit Lender or Term Loan Lender, as the case may be, or an Affiliate of such Revolving Credit Lender or Term Loan Lender, as the case may be,) and any out-of-pocket attorneys' fees and expenses incurred by Agent in connection with any such sale or assignment and (v) Agent, the assigning Revolving Credit Lender or Term Loan Lender, as the case may be, and the assignee Revolving Credit Lender or Term Loan Lender shall each have executed and delivered an Assignment and Acceptance Agreement, pursuant to which, among other things, the assignee Lender shall agree to be bound by the terms of the Intercreditor Agreement. After such sale or assignment has been consummated (x) the assignee Revolving Credit Lender or Term Loan Lender thereupon shall become a "Lender" and a "Revolving Credit Lender" or "Term Loan Lender," as the case may be, for all purposes of this Agreement and (y) the assigning Revolving Credit Lender shall have no further liability for funding the portion of Revolving Loan Commitments assumed by such other Revolving Credit 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 Lender (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) except in the case of a sale or assignment of the entire remaining amount of the assigning Lender’s Commitments and the Term Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, no such sale or assignment (A) shall be for an amount of less than $5,000,000 (unless it is an assignment of all of a Lender's interest) or (B) may be made to any Loan Party or any Affiliate of a Loan Party1,000,000, (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, Issuing Lender Administrative Agent and, in the absence of a Default or Event of Default, BorrowersBorrower, must consent, such consent not to be unreasonably withheld, delayed or conditioned, to each such assignment to a Person that is not a Lender an original signatory to this Agreement; provided that no such consent of Administrative Agent or an Affiliate of a Lender having substantially similar credit quality as such Lender (it being understood that (A) it will not Borrower shall be unreasonable for Borrowers to withhold their consent required with respect to an assignment to any Person if after giving effect to such assignment, WFCF and its Affiliates would have less than 50% of the Revolving Loan Commitments and (B) in the absence of a Default or Event of DefaultLender, any assignment to a Affiliate of any 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 require the consent of Borrowers, such consent not to be unreasonably withheld)any Approved Fund, (iviii) the assigning Lender shall pay to Administrative Agent a processing and recordation fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by Agent 3,500, provided that no such fee shall be payable in connection the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund with any such sale or assignment and respect to a Lender, (viv) Administrative Agent, the assigning Lender and the assignee Lender shall each have executed and delivered an Assignment and Acceptance Agreement. After Agreement and (v) such sale or assignment has been consummated (x) shall be to an Eligible Assignee. From and after the effective date specified in each Assignment and Acceptance Agreement, the assignee Lender thereupon shall become a "“Lender" ” for all purposes of this Agreement and (y) Agreement. Notwithstanding the assigning Lender shall have no further liability for funding the portion of Revolving 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 Lender (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 Lenderforegoing, (i) a Registered Loan (and except with respect to the registered notepreceding sentence, if any, evidencing the same) may be assigned provisions of this subsection 11.9.1 shall not apply to sales 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) assignments pursuant to subsection 11.8 and (ii) any assignment Lender may at any time create a security interest in, or sale of all or part of such Registered Loan (and the registered notepledge, 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 rights under and interest in this Agreement in favor of such Lenderany Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and which assignment is not recorded such Federal Reserve Bank may enforce such pledge or security interest 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 requestmanner permitted under applicable law.