Common use of Assignments, Participations, etc Clause in Contracts

Assignments, Participations, etc. (a) Any Lender may, with the written consent of Borrower, which consent shall not be unreasonably withheld, and Agent, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of (i) the Agent or Borrower shall be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender and (ii) Borrower is required upon the the occurrence of an Event of Default under Sections 7.1(f) or 7.1(g)) (each an "ASSIGNEE") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (unless Agent otherwise consents to a lesser amount) or, if less, the entire Commitment of such Lender (provided that, unless all of such assigning Lender's Loans, Commitments and other rights and obligations are assigned, the assigning Lender shall retain a Commitment in a minimum amount of $5,000,000); PROVIDED, HOWEVER, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until:

Assignments, Participations, etc. (a) Any Lender may, with the --------------------------------- written consent of Agent, and the written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, withheld and Agentshall not be required if an Event of Default has occurred and is continuing, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of (i) the Agent or Borrower shall be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender and (ii) Borrower is required upon the the occurrence of an Event of Default under Sections 7.1(f) or 7.1(g)Lender) (each an "ASSIGNEEAssignee") all, or any ratable part of all, of the Loans, the Commitments -------- and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (unless Agent otherwise consents to a lesser amount) or, if less, the entire Commitment of such Lender (provided thatLender; provided, unless all of such assigning Lender's Loans, Commitments and other rights and obligations are assigned, the assigning Lender shall retain a Commitment in a minimum amount of $5,000,000); PROVIDED, HOWEVERhowever, that the Borrower and the Agent may continue to deal solely -------- ------- and directly with such Lender in connection with the interest so assigned to an Assignee until:

Assignments, Participations, etc. (a) Any Lender may, with the written consent of Borrower, which consent shall not be unreasonably withheld, the Agent and Agentthe Issuing Lender, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of (i) the Agent or Borrower shall be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender and (ii) Borrower is required upon the the occurrence of an Event of Default under Sections 7.1(f) or 7.1(g)) (each an "ASSIGNEEAssignee") all, or any ratable part of all, of the Loans, the Commitments Commitment, the L/C Obligations and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (unless Agent otherwise consents to a lesser amount) or, if less, the entire Commitment of such Lender (provided that, unless all of such assigning Lender's Loans, Commitments and other remaining rights and obligations are assigned, the assigning Lender shall retain a Commitment in a minimum amount of $5,000,000hereunder); PROVIDEDprovided, HOWEVERhowever, that the Borrower Company, the Agent and the Agent Issuing Lender may continue to deal solely and directly with such Lender 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 the Assignee, shall have been given to the Company and the Agent by such Lender and the Assignee; (ii) such Lender and the Assignee shall have delivered to the Company and the Agent an Assignment and Acceptance in the form of Exhibit H ("Assignment and Acceptance") together with any Note subject to such assignment and (iii) the assignor Lender or the Assignee has paid to the Agent a processing fee in the amount of $3,500.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, which consent shall not be unreasonably withheld, withheld (provided that such consent shall not be required at any time that an Event of Default exists or in connection with an assignment of a Term Loan to a Related Fund) and of Agent, at any time assign and delegate to one or more Eligible Assignees (provided that no the written consent of (i) the Agent or the Borrower shall not be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender and (ii) Borrower is required upon the the occurrence of an Event of Default under Sections 7.1(f) or 7.1(g)Lender) (each an "ASSIGNEEAssignee") all, or any ratable part of allof, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (unless or such lesser amount as Agent otherwise consents to a lesser amountin its sole discretion may agree) or, if less, the entire Commitment or Loan(s) of such Lender (provided thatLender; provided, unless all of such assigning Lender's Loans, Commitments and other rights and obligations are assigned, the assigning Lender shall retain a Commitment in a minimum amount of $5,000,000); PROVIDED, HOWEVERhowever, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until:

Assignments, Participations, etc. (a) Any Lender may, with the written consent of Borrowerthe Company at all times other than during the existence of an Event of Default or a Default and of the Agent, which consent consents shall not be unreasonably withheld, and Agent, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of (i) the Company or the Agent or Borrower shall be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender and (ii) Borrower is required upon the the occurrence of an Event of Default under Sections 7.1(f) or 7.1(g)or, to another Lender) (each an "ASSIGNEEAssignee") all, or any ratable part of all(x) its Term Loan Commitment and Term Loans, and (y) its Revolving Loan Commitment and Revolving Loans (including its interest in the L/C Obligations) (and in the case of the Swing Line Lender, all of its Swing Line Loan Commitment and Swing Line Loans, the Commitments and but only to a Person who has been appointed a successor Agent pursuant to subsection 10.09), in each case together with the other rights and obligations of such Lender hereunderhereunder with respect to the Commitments and Loans being so assigned and delegated, in a minimum amount of $5,000,000 (unless Agent otherwise consents to a lesser amount) or, or if less, the entire Commitment of such Lender (provided that, unless all of such assigning assignor Lender's Loans, Commitments and other rights and obligations are assigned, the assigning Lender shall retain a Commitment in a minimum amount of $5,000,000); PROVIDED, HOWEVER, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until:with

Assignments, Participations, etc. (a) Any Lender may, with the written consent of Borrower, which consent shall not be unreasonably withheld, and Agent, withheld (provided that such consent of Borrower shall not be required at any time assign that a Default or an Event of Default exists), and delegate to one or more Eligible Assignees Agent (provided that no the written consent of (i) neither the Agent or nor the Borrower shall be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender Lender), at any time assign and (ii) Borrower is required upon the the occurrence of an Event of Default under Sections 7.1(f) delegate to one or 7.1(g)) more Eligible Assignees (each an "ASSIGNEEAssignee") all, or any ratable part of allof, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 3,000,000 (unless Agent otherwise consents or such lesser amount to a lesser amountwhich Agent, in its sole discretion, may agree) or, if less, the entire Commitment or Loan(s) of such Lender (provided that, unless all of such assigning Lender's Loans, Commitments and other rights and obligations are assigned, the assigning Lender shall retain a Commitment in a minimum amount of $5,000,000); PROVIDED, HOWEVERTHAT, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until:

Assignments, Participations, etc. (a) Any Lender may, with the written consent of Borrower, which consent shall not be unreasonably withheld, and Agent, withheld (provided that such consent of Borrower shall not be required at any time assign that a Default or an Event of Default exists or in connection with any assignment by a Lender to another Lender, an Affiliate of a Lender or a Related Fund of a Lender), and delegate to one or more Eligible Assignees Agent (provided that no written such consent of (i) the Agent or Borrower shall not be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender Lender), at any time assign and (ii) Borrower is required upon the the occurrence of an Event of Default under Sections 7.1(f) delegate to one or 7.1(g)) more Eligible Assignees (each an "ASSIGNEE"“Assignee”) all, or any ratable part of allof, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (unless Agent otherwise consents or such lesser amount to a lesser amountwhich Agent, in its sole discretion, may agree) or, if less, the entire Commitment or Loan(s) of such Lender (provided Lender; provided, that, unless all of such assigning Lender's Loans, Commitments and other rights and obligations are assigned, the assigning Lender shall retain a Commitment in a minimum amount of $5,000,000); PROVIDED, HOWEVER, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until: