Common use of Assignments, Participations, etc Clause in Contracts

Assignments, Participations, etc. (a) Any Bank may, with the prior written consent of the Company at all times other than during the existence of an Event of Default and the Agent and the Issuing Bank, which consent of the Company shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company, the Agent, or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitment, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000 (or the remainder of its Loans, Commitment and L/C Obligations, if less than $5,000,000); provided, however, that the Company and the Agent may continue to deal solely and directly with the assignor Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Company and the Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") and (iii) the assignor Bank has paid to the Agent a processing fee in the amount of $4,000.

Assignments, Participations, etc. (a) Any A Bank may, may at any time assign to one or more Eligible Assignees (each an "Assignee") with the prior written consent of the Company at all times Borrower (other than during the existence of an Event of Default Default) and of the Agent and the Issuing Bank(at all times), which consent of the Company shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees withheld (provided that no written consent of the Company, the Agent, or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to for an Eligible Assignee that is an Affiliate of such assignor Bank) (each an "Assignee") all, all or any ratable part of all, its Pro Rata Share of the Loans, the Commitment, the L/C Obligations Loan and the other rights and obligations of such assignor Bank hereunder, in a minimum amount of $5,000,000 (or the remainder of its Loans, Commitment and L/C Obligations, if less than $5,000,000); provided, however, that no such assignment shall be permitted if the Company effect thereof is to cause the remaining Commitment of the assignor Bank to be less than $15,000,000. However, such assignment shall be conditioned on, and the Borrower and the Agent may continue to deal solely and directly with the such assignor Bank in connection with the interest so assigned to an Assignee until until, (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to substantially in the Assignee, form of the attached Exhibit A shall have been given to the Company Borrower and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Company Agent and the Agent Borrower an Assignment and Acceptance Assumption Agreement substantially in the form of the attached Exhibit E B ("Assignment and AcceptanceAssumption Agreement") (together with any Note(s) subject to such assignment); and (iii) the assignor Bank Assignee has paid to the Agent a processing fee in the amount of $4,0005,000.

Assignments, Participations, etc. (a) Any Bank Lender may, with the prior written consent of the Company at all times other than during the existence of an Event of Default and the Agent and the Issuing BankAdministrative Agent, which consent of the Company consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees Persons (provided provided, that no written consent of the Company, the Agent, Company or the Issuing Bank Administrative Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "“Assignee"”) all, or any ratable part of all, of the Loans, the Commitment, the L/C Obligations Commitments and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,000 Five Million Dollars (or the remainder of its Loans, Commitment and L/C Obligations, if less than $5,000,000); provided, however, that the Company and the Administrative Agent may continue to deal solely and directly with the assignor Bank such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses and related information with respect to the such Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the such Assignee; (iiB) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance Assumption in the form of Exhibit E H ("“Assignment and Acceptance"”) together with any Revolving Note or Revolving Notes subject to such assignment and (iiiC) the assignor Bank Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of Three Thousand Five Hundred Dollars ($4,0003,500).

Assignments, Participations, etc. (a) Any Bank may, with the prior written consent of the Company Companies (at all times other than during the existence of an Event of Default Default) and the Agent and the Issuing BankAgent, which consent of the Company Agent shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company, the Agent, Companies or the Issuing Bank Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitment, the L/C Obligations Commitment and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000 10,000,000; provided (or the remainder of its Loans, Commitment that such minimum amount shall not apply to any assignment and L/C Obligations, if less than $5,000,000obligation by a Bank to an Eligible Assignee which is already a Bank); provided, however, that the Company Companies and the Agent may continue to deal solely and directly with the assignor such Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Companies and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Company Companies and the Agent an Assignment and Acceptance in the form of Exhibit E K ("Assignment and Acceptance") and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $4,0002,500 .

Assignments, Participations, etc. (a) Any Bank may, with the prior written consent of the Company at all times other than during the existence of an Event of Default and the Agent and the Issuing BankAgent, which consent of the Company consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company, the Agent, Company or the Issuing Bank Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitment, the L/C Obligations Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000 (or the remainder of its Loans, Commitment and L/C Obligations, if less than $5,000,000)10,000,000; provided, howeverthat the assigning Bank shall either assign all of its Loans and Commitment or else retain at least $10,000,000 of the amount of its Loans and Commitment immediately prior to the assignment; and provided further, that the Company and the Agent may continue to deal solely and directly with the assignor such Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Company and the Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $4,000.

Assignments, Participations, etc. (a) Any Bank Lender may, with the prior written consent of the Company at all times other than during the existence of an Event of Default and the Agent and the Issuing Bank, which consent of the Company shall not be unreasonably withheldLender, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company, the Agent, or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitment, the L/C Obligations and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,000 (or the remainder of its Loans, Commitment and L/C Obligationsor, if less than $5,000,000less, all of such Lender's remaining rights and obligations hereunder); provided, however, that the Company Company, the Agent and the Agent Issuing Lender may continue to deal solely and directly with the assignor Bank such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Agent by such Bank Lender and the Assignee; (ii) such Bank Lender and its the Assignee shall have delivered to the Company and the Agent an Assignment and Acceptance in the form of Exhibit E H ("Assignment and Acceptance") together with any Note subject to such assignment and (iii) the assignor Bank Lender or the Assignee has paid to the Agent a processing fee in the amount of $4,0003,500.

Assignments, Participations, etc. (a) Any Bank may, with the prior written consent of the Company at all times other than during the existence of an Event of Default and the Agent and the Issuing BankAgent, which consent of the Company consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company, the Agent, Company or the Issuing Bank Agent shall be required in connection with any assignment and delegation by a Bank to another Bank or to an Eligible Assignee that is an Affiliate of such Bank) (each an "AssigneeASSIGNEE") all, or any ratable part of all, of the Loans, the Commitment, the L/C Obligations Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000 (or the remainder of its Loans, Commitment and L/C Obligations10,000,000 or, if less than $5,000,000)less, the entire amount of such Bank's Commitment; providedPROVIDED, howeverHOWEVER, that the Company and the Agent may continue to deal solely and directly with the assignor such Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Company and the Agent an Assignment and Acceptance in the form of Exhibit E EXHIBIT I ("Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE") together with any Note or Notes subject to such assignment and (iii) the assignor Bank or 107 Assignee has paid to the Agent a processing fee in the amount of $4,0003,500.

Assignments, Participations, etc. (a) Any Bank may, with the prior written consent of the Company at all times other than during the existence of an Event of Default and the Agent and the Issuing Bank, which consent of the Company consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company, the Agent, Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "AssigneeASSIGNEE") all, or any ratable part of all, of the Loans, the CommitmentCommitments, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000 (or or, if less, the remainder entire amount of its such Bank's Loans, Commitment and L/C Obligations, if less than $5,000,000); providedPROVIDED, howeverHOWEVER, that the Company and the Agent may continue to deal solely and directly with the assignor such Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Company and the Agent an Assignment and Acceptance in the form of Exhibit EXHIBIT E ("Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE") together with any Note or Notes subject to such assignment and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $4,0003,000.

Assignments, Participations, etc. (a) Any Bank may, with the prior written consent of the Company at all times other than during the existence of an Event of Default and the Agent and the Issuing Bank, which consent of the Company consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company, the Agent, Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "AssigneeASSIGNEE") all, or any ratable part of all, of the Loans, the CommitmentCommitments, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000 (or or, if less, the remainder entire amount of its such Bank's Loans, Commitment and L/C Obligations, if less than $5,000,000); providedPROVIDED, howeverHOWEVER, that the Company and the Agent may continue to deal solely and directly with the assignor such Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Company and the Agent an Assignment and Acceptance in the form of Exhibit EXHIBIT E ("Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE") together with any Note or Notes subject to such assignment and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $4,0003,500.

Assignments, Participations, etc. (a) Any Bank may, with the prior written consent of the Company Borrowers at all times other than during the existence of an Event of Default and the Agent and the Issuing BankAgent, which consent of the Company consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company, the Agent, Borrowers or the Issuing Bank Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitmentits Pro Rata Share of all LC Obligations, the L/C Obligations Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000 (or the remainder of its Loans, Commitment and L/C Obligations, if less than $5,000,000); provided, however, that the Company Borrowers and the Agent may continue to deal solely and directly with the assignor such Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrowers and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Company Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with subject to such assignment and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $4,0002,500.

Assignments, Participations, etc. (a) Any Bank may, with the prior written consent of the Company at all times other than during the existence of an Event of Default and Default, the Agent and Agent, the Issuing Bank, and the beneficiary of each outstanding Several Letter of Credit, which consent consents of the Company and the Agent shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company, the Agent, Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "AssigneeASSIGNEE") all, or any ratable part of all, of the Loans, the CommitmentCommitments, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000 (or the remainder of its Loans, Commitment and L/C Obligations, if less than $5,000,000)10,000,000; provided, however, PROVIDED that the Company and the Agent may continue to deal solely and directly with the assignor such Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Company and the Agent an Assignment and Acceptance in the form of Exhibit EXHIBIT E ("Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE") together with any Note or Notes subject to such assignment and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $4,0003,500.

Assignments, Participations, etc. (a) Any Bank may, with the prior written consent of the Company at all times other than during the existence of an Event of Default and the Agent and the Issuing Bank, which consent of the Company consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company, the Agent, Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "AssigneeASSIGNEE") all, or any ratable part of all, of the Loans, the Commitment, the Commitments and L/C Obligations Obligations, and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000 (or or, if less, the remainder entire amount of its such Bank's Loans, Commitment and L/C Obligations, if less than $5,000,000); providedPROVIDED, howeverHOWEVER, that the Company and the Agent may continue to deal solely and directly with the assignor such Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Company and the Agent an Assignment and Acceptance in the form of Exhibit EXHIBIT E ("Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE") together with any Note or Notes subject to such assignment and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $4,0003,000.

Assignments, Participations, etc. (a) Any Bank Lender may, with the prior written consent of the Company at all times other than during the existence of an Event of Default and the Agent and the Issuing BankAgent, which consent of the Company shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees assignees (each an “Assignee”) (provided that no written consent of the Company, the Agent, or the Issuing Bank Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee assignee that is an Affiliate affiliate of such Bank) (each an "Assignee"Lender) all, or any ratable part of all, of the Loans, the Commitment, the L/C Obligations Revolving Loan Commitments and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,000 (or the remainder of its Loans, Commitment and L/C Obligations, if less than $5,000,000); provided, however, that the Company Borrower and the Agent may continue to deal solely and directly with the assignor Bank such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Agent by such Bank Lender and the Assignee; (ii) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Agent an Assignment and Acceptance in the form of Exhibit E C ("“Assignment and Acceptance"”) together with any Note or Notes subject to such assignment and (iii) except in the case of an assignment required hereunder by the Borrower, the assignor Bank Lender or Assignee has paid to the Agent a processing fee in the amount of $4,0003,500.

Assignments, Participations, etc. (a1) Any Bank may, with With the prior written consent of the Company at all times other than during the existence of Administrative Agent and, but only if there has not occurred and is continuing an Event of Default and or Potential Default, the Agent and the Issuing BankCompany, which consent of the Company shall such consents not to be unreasonably withheld, any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company, the Agent, Company or the Issuing Bank Administrative Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "“Assignee"”) all, all or any ratable part of all, of the Loans, the Commitment, the L/C Obligations such Lender’s Commitment and Revolving Loans and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,000 5,000,000.00 (or the remainder of its Loans, if such Lender’s Revolving Credit Commitment and L/C Obligations, if is less than $5,000,0005,000,000.00, one hundred percent (100%) thereof); provided, however, that the Company and the Administrative Agent may continue to deal solely and directly with the assignor Bank such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; (ii) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") Agreement and (iii) the assignor Bank Assignee has paid to the Administrative Agent a processing fee in the amount of $4,0003,500.00.

Assignments, Participations, etc. (a) Any A Bank may, with the prior written consent of the Company at all times other than during the existence of an Event of Default and the Agent and the Issuing Bank, which consent of the Company shall not be unreasonably withheld, may at any time assign and delegate to one or more Eligible Assignees (each an "Assignee") with the written consent of Agent (at all times), which consent shall not be unreasonably withheld (provided that no written consent of the Company, the Agent, or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to for an Eligible Assignee that is an Affiliate of such assignor Bank) (each an "Assignee") all, all or any ratable part of all, its Pro Rata Share of the Loans, the Commitment, the L/C Obligations Line of Credit Loan and the other rights and obligations of such assignor Bank hereunder, in a minimum amount of Ten Million Dollars ($5,000,000 10,000,000) and in additional increments of One Million Dollars (or the remainder of its Loans, Commitment and L/C Obligations, if less than $5,000,0001,000,000); provided, however, that no such assignment shall be permitted if the Company effect thereof is to cause the remaining Commitment of the assignor Bank to be less than Ten Million Dollars ($10,000,000), provided further that, these restrictions on dollar amounts notwithstanding, a Bank may, subject to the other requirements of this Section and this Agreement, at any time, assign one hundred percent (100%) of its Pro Rata Share of the Line of Credit Loan. However, such assignment shall be conditioned on, and Borrower and Agent may continue to deal solely and directly with the such assignor Bank in connection with the interest so assigned to an Assignee until until, (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to substantially in the Assignee, form of the attached Exhibit A shall have been given to the Company Borrower and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Company Agent and the Agent Borrower an Assignment and Acceptance Assumption Agreement substantially in the form of the attached Exhibit E B ("Assignment and AcceptanceAssumption Agreement") (together with any Note(s) subject to such assignment) and (iii) the assignor Bank Assignor has paid or caused to the be paid to Agent a processing fee in the amount of Three Thousand Dollars ($4,0003,000).

Assignments, Participations, etc. (a) Any Bank may, with the prior written consent of the Company at all times other than during the existence of an Event of Default and the Agent and the Issuing Bank, which consent of the Company consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company, the Agent, Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the CommitmentCommitments, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000 (or or, if less, the remainder entire amount of its such Bank's Loans, Commitment and L/C Obligations, if less than $5,000,000); providedPROVIDED, howeverHOWEVER, that the Company and the Agent may continue to deal solely and directly with the assignor such Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Company and the Agent an Assignment and Acceptance in the form of Exhibit EXHIBIT E ("Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE") together with any Note or Notes subject to such assignment and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $4,0003,500.

Assignments, Participations, etc. (a) Any Bank may, with the prior written consent of the Company at all times other than during the existence of an Event of Default and the Agent and the Issuing BankAgent, which consent of the Company consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company, the Agent, Company or the Issuing Bank Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "AssigneeASSIGNEE") all, or any a ratable part of all, of the Loans, the Commitment, the L/C Obligations Revolving Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000 (or the remainder of its Loans10,000,000; PROVIDED, Commitment and L/C Obligations, if less than $5,000,000); provided, howeverHOWEVER, that (i) no single Bank may make more than two such assignments; (ii) the Company and the Agent may continue to deal solely and directly with the assignor such Bank in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Agent by such Bank and the Assignee; (iiB) such Bank and its Assignee shall have delivered to the Company and the Agent an Assignment and Acceptance in the form of Exhibit E EXHIBIT C ("Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE") and (iiiC) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $4,0003,500. Each Bank shall retain a minimum Revolving Commitment amount of at least $10,000,000, unless its Revolving Commitment is reduced to zero.

Assignments, Participations, etc. (a) Any Bank may, with the prior written consent of the Company at all times other than during the existence of an Event of Default and the Agent and the Issuing BankCompany, which consent of the Company shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written and, with notice to the Agent, but without the consent of the Company, the Agent, or the Issuing Bank shall be required in connection with may assign to any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) its wholly-owned bank Affiliates (each an "Assignee") all, all or any ratable part of all, of the Loans, Loans or the Commitment, the L/C Obligations and the Commitment or any other rights and or obligations of such Bank hereunder, hereunder in a minimum amount equal to the lesser of $5,000,000 (or the remainder of its Loans, i) such Bank's Commitment and L/C Obligations, if less than (ii) $5,000,000)10,000,000; provided, however, that the Commitment of any Bank after giving effect to any assignment shall not be less than $10,000,000; provided, further, that the Company and the Agent may continue to deal solely and directly with the assignor such Bank in connection with the interest interests so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Agent by such Bank and the Assignee; Assignee and (ii) such Bank and its Assignee shall have delivered to the Company and the Agent an a Notice of Commitment Assignment Notice and Acceptance substantially in the form of Exhibit E C ("Notice of Assignment and Acceptance") ); and (iii) the assignor Bank has paid to the Agent a processing fee in the amount fees of $4,000.5,000 shall have

Assignments, Participations, etc. (a) Any A Bank may, may at any time assign to one or more Eligible Assignees (each an "Assignee") with the prior written consent of the Company at all times Borrower (other than during the existence of an Event of Default Default) and of the Agent and the Issuing Bank(at all times), which consent of the Company shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees withheld (provided that no written consent of the Company, the Agent, or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to for an Eligible Assignee that is an Affiliate of such assignor Bank) (each an "Assignee") all, all or any ratable part of all, its Pro Rata Share of the Loans, the Commitment, the L/C Obligations Loan and the other rights and obligations of such assignor Bank hereunder, in a minimum amount of $5,000,000 (or the remainder of its Loans, Commitment and L/C Obligations, if less than $5,000,000); provided, however, that no such assignment shall be permitted if the Company effect thereof is to cause the remaining Commitment of the assignor Bank to be less than $12,500,000. However, such assignment shall be conditioned on, and the Borrower and the Agent may continue to deal solely and directly with the such assignor Bank in connection with the interest so assigned to an Assignee until until, (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to substantially in the Assignee, form of the attached Exhibit A shall have been given to the Company Borrower and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Company Agent and the Agent Borrower an Assignment and Acceptance Assumption Agreement substantially in the form of the attached Exhibit E B ("Assignment and AcceptanceAssumption Agreement") (together with any Note(s) subject to such assignment); and (iii) the assignor Bank Assignee has paid to the Agent a processing fee in the amount of $4,0005,000.

Assignments, Participations, etc. (a) Any Bank Lender may, with (A) the prior written consent of the Company Borrower, which consent shall not be unreasonably withheld (provided that such consent shall not be required (i) at all times other than during the existence of any time that an Event of Default exists, (ii) in connection with an assignment to a Related Fund, to any other Lender or to an Affiliate of any Lender or (iii) in connection with an assignment by Antares prior to completion of the primary syndication), and (B) the Agent and the Issuing Bankwritten consent of Agent, which consent of the Company shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no the written consent of the Company, the Agent, Agent or the Issuing Bank Borrower shall not be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "“Assignee"”) all, or any ratable part of all, of the Loansof, the Commitment, the L/C Obligations Loans and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,000 (or the remainder of such lesser amount to which Agent, in its Loanssole discretion, Commitment and L/C Obligationsmay agree) or, if less than $5,000,000)less, the entire Loan(s) of such Lender; provided, however, that the Company Borrower and the Agent may continue to deal solely and directly with the assignor Bank such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Company and the Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") and (iii) the assignor Bank has paid to the Agent a processing fee in the amount of $4,000.until:

Assignments, Participations, etc. (a) Any Bank may, with the prior written consent of the Company at all times other than during the existence of an Event of Default and the Agent and the Issuing BankAgent, which consent of the Company shall not be unreasonably withheld, and thirty (30) days prior written notice to the Companies, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company, the Agent, or the Issuing Bank Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitment, the L/C Obligations Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of Ten Million Dollars ($5,000,000 10,000,000) so long as the assigning Bank maintains a minimum amount of Ten Million Dollars (or $10,000,000) of the remainder of its Loans, Commitment -66- 72 Loans and L/C Obligations, if less than $5,000,000)Commitments; provided, however, that the Company Companies and the Agent may continue to deal solely and directly with the assignor such Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Companies and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Company Companies and the Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of Three Thousand Dollars ($4,0003,000).

Assignments, Participations, etc. (a) Any Bank may, with the prior written consent of the Company at all times (other than during the existence of an Event of Default Default) and the Agent and the Issuing BankAgent, which consent of the Company consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company, the Agent, Company or the Issuing Bank Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitment, the L/C Obligations Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000 (or the remainder of its Loans, Commitment and L/C Obligations, if less than $5,000,000)10,000,000; provided, however, that after giving effect thereto, such Bank shall either retain a Commitment in a minimum amount of $10,000,000 or have no ongoing Commitment and provided further that the Company and the Agent may continue to deal solely and directly with the assignor such Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Company and the Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $4,0003,000.

Assignments, Participations, etc. (a) Any Bank may, with the prior written consent of the Company at all times other than during the existence of an Event of Default and Company, the Agent and the each Issuing Bank, which consent of the Company shall not be unreasonably withheldwithheld or delayed, at any time assign and delegate to one or more Eligible Assignees or assign to any of its wholly owned Affiliates (provided that no written consent of the Company, the Agent, or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate each of such Bank) (each Eligible Assignees or Affiliates, an "Assignee") all, all or any ratable part of all, of the Loans, the Commitment, Letter of Credit Obligations or the L/C Obligations and the Commitments or any other rights and or obligations of such Bank hereunder, under this Agreement and the other Credit Documents in a minimum amount of Ten Million Dollars ($5,000,000 (or the remainder of its Loans, Commitment and L/C Obligations, if less than $5,000,00010,000,000); provided, however, that the Company Borrowers and the Agent may shall be entitled to continue to deal solely and directly with the assignor such Bank in connection with the interest interests so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Agent by such Bank and the Assignee; Assignee and (ii) such Bank and its Assignee shall have delivered to the Company and the Agent an Assignment and Acceptance Assumption in the form of Exhibit E O (an "Assignment and AcceptanceAssumption") ), together with any Note or Notes subject to such assignment; and (iii) the assignor Bank has a processing fee of Two Thousand Five Hundred Dollars ($2,500) shall have been paid to the Agent a processing fee in by the amount of $4,000Assignee.

Assignments, Participations, etc. (a) Any Bank may, with the prior written consent of the Company at all times other than during the existence of an Event of Default and the Agent and the Issuing BankAgent, which consent of the Company consents shall not be unreasonably withheldwithheld or delayed, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company, the Agent, Company or the Issuing Bank Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitment, the L/C Obligations Commitment and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000 (or such lesser amount as the remainder of its Loans, Commitment Company and L/C Obligations, if less than $5,000,000the Agent may consent); provided, however, that the Company and the Agent may continue to deal solely and directly with the assignor such Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Company and the Agent an Assignment and Acceptance in the form of Exhibit E F ("Assignment and Acceptance") and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $4,0003,500, provided that in the case of a transfer under Section 3.08, the assignor Bank shall not be obligated to pay such processing fee.

Assignments, Participations, etc. (a) Any Bank may, with the prior written consent of the Company Borrower (at all times other than during the existence of an Event of Default a Default) and the Agent and the Issuing Bank, which consent of the Company Borrower shall not be unreasonably withheld, and upon written notice to the Agent, at any time assign and delegate to one (1) or more Eligible Assignees (provided that no written banks, insurance companies, finance companies, financial institutions, funds, or other entities and, with notice to the Agent but without the consent of the CompanyBorrower, the Agent, Agent or the Issuing Bank shall be required in connection with may assign to any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bankits one-hundred percent (100%) owned Affiliates (each an "Assignee") all, all or any ratable part an equal percentage of all, all of the LoansLoans and outstanding Credit Exposure of such Bank, the Commitment, the L/C Obligations and the Commitments and any other rights and or obligations of such Bank hereunder, hereunder in a minimum amount of $5,000,000 Five Million Dollars (or the remainder of its Loans, Commitment and L/C Obligations, if less than $5,000,000); , provided, however, that the Company Borrower and the Agent may shall be entitled to continue to deal solely and directly with the assignor such Bank in connection with the interest interests so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the such Assignee, shall have been given to the Company Borrower and the Agent by 80 such Bank and the such Assignee; , and (ii) such Bank and its Assignee shall have delivered to the Company Borrower and the Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") H attached hereto, together with any Note or Notes subject to such assignment; and (iii) the assignor Bank or the Assignee has paid to the Agent a processing fee in the amount of Three Thousand Dollars ($4,0003,000.00).

Assignments, Participations, etc. (a) Any Bank may, with the prior written consent of the Company (at all times other than during the existence of an Event of Default Default) and the Agent and the Issuing BankAdministrative Agent, which consent of the Company consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company, the Agent, or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") -------- all, or any ratable part of all, of the Loans, the Commitment, the L/C Obligations and the other rights and obligations of such Bank hereunderunder the Loan Documents, in a minimum amount of $5,000,000 (or or, if less, the remainder entirety of its such Bank's Loans, Commitment and Commitment, L/C Obligations, if less than $5,000,000)Obligations and other rights and obligations of such Bank; provided, however, that the Company Borrowers and the Administrative Agent -------- ------- may continue to deal solely and directly with the assignor such Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance substantially in the form of Exhibit E ("Assignment --------- ---------- and Acceptance") and (iii) the assignor Bank or Assignee has paid to the -------------- Administrative Agent a processing fee in the amount of $4,0003,500.

Assignments, Participations, etc. (a) Any Bank may, with the prior written consent of the Company Borrower at all times other than during the existence of an Event of Default and in the Agent case of an assignment to an Affiliate of the assignor and with the Issuing Bank, which written consent of the Company Agent, which consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company, the Agent, or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "“Assignee"”) all, or any ratable (in the case of Loans) part of all, of the Loans, the Commitment, the L/C Obligations Loans and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000 (or the remainder of its Loans5,000,000, Commitment and L/C Obligations, if less than $5,000,000); provided, however, that the Company Borrower and the Agent may continue to deal solely and directly with the assignor such Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Company Borrower and the Agent an Assignment and Acceptance substantially in the form of Exhibit E ("“Assignment and Acceptance") ”); and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $4,0003,000.