Common use of Assignments, Participations, etc Clause in Contracts

Assignments, Participations, etc. Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the 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 or the 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 Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: (i) written notice of such assignment (in substantially the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i)), 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 Agreement in substantially the form of Exhibit 10.8(ii) (“Assignment and Acceptance”); and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank).

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the Syndication 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 or the Syndication 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”"ASSIGNEE") all, or any ratable part of all, of the Loans, the Commitments Commitment and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; providedPROVIDED, howeverHOWEVER, that the Company and the Agent Agents may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))Assignee, shall have been given to the Company and the Agent Agents by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Company and the Syndication Agent an Assignment and Acceptance Agreement in substantially the form of Exhibit 10.8(iiEXHIBIT E ("ASSIGNMENT AND ACCEPTANCE") (“Assignment and Acceptance”); and (iii) the assignor Bank or Assignee has paid to the Syndication Agent and the Administrative Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with any assignment by a Bank to a 1,500 each except where the Assignee is an affiliate of the assigning Bank).

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the 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 or the 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 Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(ii) E (“"Assignment and Acceptance”); ") and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank).

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the Agent, which 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 or the 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 or another Bank) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments Commitment and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Assumption Agreement in substantially the form of Exhibit 10.8(ii) 11.08 (“"Assignment and Acceptance”); Assumption Agreement") 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 $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)3,500.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company Borrower (at all times other than during the existence of an Event of Default Default) and the Agent, which consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees Persons (provided that no written consent of the Company Borrower or the 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 or to another Bank) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments Commitment --------- Obligations and the other rights and obligations of such Bank hereunderunder the Transaction Documents, in a minimum amount of $5,000,0003,000,000; provided, however, -------- ------- that the Company Borrower and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(ii) I (“"Assignment and Acceptance”); ") and (iii) the assignor Bank or ------------------------- Assignee has paid to the Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)3,500.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the 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 or the 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 Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (iA) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(ii) G (“"Assignment and Acceptance”); ") together with any Note or Notes subject to such assignment and (iiiC) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)3,500.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the Agent, which consents shall not be unreasonably withheldBank, at any time may assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company or the 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 Commitments Uncommitted Line, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,0001,000,000.00; provided, however, that (i) any such disposition shall not, without the Company prior consent of the Borrower, require the Borrower to apply to register or qualify the Loan or any Note under the securities laws of any state, and (ii) the Borrower and the Administrative Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (ix) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank and the Assignee; (iiy) such Bank and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance Agreement in substantially the form of Exhibit 10.8(ii) (“"Assignment and Acceptance”)") in form attached hereto as Exhibit D, together with any Note or Notes subject to such assignment; and (iiiz) the assignor Bank or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)2,500.00.

Assignments, Participations, etc. Any Bank may, with (a) With the written consent of the Company (at all times other than during the existence of an Event of Default Default) and the AgentAgent and the Issuing Bank, which consents shall not be unreasonably withheldwithheld or delayed, any Bank may, at any time time, assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company Company, the Agent or the Agent Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is a Bank or an Affiliate of such a Bank) (each an “Assignee”"ASSIGNEE") all, or any ratable part of all, of the Loans, the Commitments Commitments, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,0005,000,000 and so long as, after giving effect thereto, the Bank's remaining Commitment is either (i) equal to or greater than $5,000,000 or (ii) zero; providedPROVIDED, howeverHOWEVER, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (iX) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))Assignee, shall have been given to the Company and the Agent by such Bank and the Assignee; (iiY) such Bank and its Assignee shall have delivered to the Company and the Agent an Assignment and Acceptance Agreement in substantially the form of Exhibit 10.8(iiEXHIBIT F ("ASSIGNMENT AND ACCEPTANCE") (“Assignment and Acceptance”); together with any Note or Notes subject to such assignment and (iiiZ) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)3,000.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the Administrative 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 or Company, the Administrative 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 assigning Bank) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that the Company and the Administrative Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement substantially in substantially the form of Exhibit 10.8(ii) 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 Administrative Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)3,500.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Agent and provided that no Event of Default then exists, and the AgentCompany, which consents 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 or the 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 Commitments Commitments, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000.00; provided, however, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(ii) D (“"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 $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)3,000.00.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the 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 or the 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 Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(ii) E (“"Assignment and Acceptance”); ") and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank).

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the 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 or the 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 Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount equal to the lesser of (i) $5,000,0005,000,000 or (ii) the remaining amount of such Bank's Commitments; provided, however, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(ii) 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 $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)2,500.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the 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 or the 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 Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount equal to the lesser of (i) $5,000,0005,000,000 or (ii) the remaining amount of such Bank's Commitments; provided, however, that the Company Borrowers and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(ii) 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 $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)2,500.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during Agent and, in the existence absence of a Default or an Event of Default and Default, the AgentCompany, which consents consent 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 Agent or the Agent Company 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 Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,0001,000,000; provided, however, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the he interest so assigned to an Assignee until: until (iA) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement Assumption in substantially the form of Exhibit 10.8(ii) E (“"Assignment and Acceptance”); Assumption") together with any Note or Notes subject to such assignment and (iiiC) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with any assignment 1% of the amount so assigned by a such Bank to a Bank)the Assignee.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of a Default or an Event of Default and the 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 or the 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 -------- Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that the Company and the Agent -------- ------- may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(ii) ------- E (“"Assignment and Acceptance”); ") and (iii) the assignor Bank or Assignee has paid - ------------------------- to the Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)3,500.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during Company, the existence of an Event of Default Agent and the Agenteach Issuing Bank, which consents 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 or the Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate each of such BankEligible Assignees or Affiliates, an "Assignee") (each an “Assignee”) all, all or any ratable part of all, of the Loans, the Letter of Credit Obligations or the Commitments and the 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 ($5,000,00010,000,000); provided, however, that the Company Borrowers and the Agent may shall be entitled to continue to deal solely and directly with such Bank in connection with the interest interests so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement Assumption in substantially the form of Exhibit 10.8(ii) O (“an "Assignment and Acceptance”Assumption"), together with any Note or Notes subject to such assignment; and (iii) the assignor Bank or Assignee 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 $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)Assignee.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the 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 or the 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 (in the case of Committed Loans) part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement substantially in substantially the form of Exhibit 10.8(ii) 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 $3,500 (including, without limitation, in 3,000. In connection with any assignment by a Bank the Swingline Bank, its Swingline Commitment may be in whole or in part included as part of the assignment transaction, and the Assignment and Acceptance may be appropriately modified to a Bank)include an assignment and delegation of its Swingline Commitment and any outstanding Swingline Loans.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the Agent, which consents shall not be unreasonably withheldBank, at any time may assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company or the 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 Commitments -80- Uncommitted Line, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,0001,000,000.00; provided, however, that (i) any such disposition shall not, without the Company prior consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to register or qualify the Loan or any Note under the securities laws of any state, and (ii) the Borrower and Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(ii) (“"Assignment and Acceptance”)") in form attached hereto as Exhibit D, 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 $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)2,500.00.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the 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 or the 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 Commitments Commitment and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00020,000,000; provided, however, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(ii) L (“"Assignment and Acceptance”); ") and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500 (including2,500, without limitationprovided that in the case of a transfer under Section 3.08, in connection with any assignment by a the assignor Bank shall not be obligated to a Bank)pay such processing fee.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company (which consent shall not be unreasonably withheld) at all times other than during the existence of an Event of Default Default, the Administrative Agent and the AgentIssuing Bank, which consents shall not be unreasonably withheldif applicable, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company Company, the Administrative Agent or the Agent Issuing Bank, if applicable, 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 Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that the Company and the Administrative Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(ii) 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 Administrative Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)3,500.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company (at all times other than during the existence of an Event of Default Default) and the Agent, which consents consent 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 or the 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 Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(ii) D (“"Assignment and Acceptance”); ") and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)2,500.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the 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 or the 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 Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that the Company Borrowers and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 and the Agent an Assignment and Acceptance Agreement in substantially the form of Exhibit 10.8(ii) E (“"Assignment and Acceptance”); ") and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)3,000.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the Administrative 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 or the Administrative 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”"ASSIGNEE") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000; providedPROVIDED, howeverHOWEVER, that the Company and the Administrative Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(iiEXHIBIT E ("ASSIGNMENT AND ACCEPTANCE") (“Assignment and Acceptance”); together with any Note or Notes subject to such assignment and (iii) the assignor Bank or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)2,000.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company (at all times other than during the existence of an Event of Default Default) and the Agent, which consents consent 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 or the 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 Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(ii) 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 $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)3000.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company (at all times other than during the existence of an Event of Default Default) and the Agent, which consents consent 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 or the 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 each, an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(ii) 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 $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)3,500.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company (at all times other than during the existence of an Event of Default Default), the Agent and the AgentIssuing Bank, which consents 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 Company, the Agent or the Agent 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 Commitments Commitments, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that (i) such assignment shall be null and -------- ------- void if not undertaken on a pro rata basis between the Acquisition Revolving Loans and Commitments and the W/C Revolving Loans and Commitments; (ii) the Company and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: (i) until written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(ii) (“Assignment and Acceptance”); and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank).and

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the 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 or the 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 Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(ii) 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 $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)3,500.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company (at all times other than during the existence of a Default or an Event of Default Default) and the AgentAgent and the Issuing Bank, 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 Company, the Agent or the Agent Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is a Bank or an Affiliate of such Bank) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments Commitments, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,0005,000,000 and so long as, after giving effect thereto, the Bank's remaining Commitment is either (i) equal to or greater than $5,000,000 or (ii) zero; provided, however, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (iX) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))Assignee, shall have been given to the Company and the Agent by such Bank and the Assignee; (iiY) such Bank and its Assignee shall have delivered to the Company and the Agent an Assignment and Acceptance Agreement in substantially the form of Exhibit 10.8(ii) J (“"Assignment and Acceptance”); ") together with any Note or Notes subject to such assignment and (iiiZ) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500 (including, without limitationbut not limited to, in connection with any respect to an assignment by a Bank to a another Bank).

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during Agent, the existence of an Event of Default Issuing Bank and the AgentCompany, which consents consent 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 Agent or the Agent 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 Commitments Commitments, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that the Company Borrowers and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(ii) 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 $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)2,500.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the 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 or the Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate affiliate of such Bank) (each an “"Assignee”") all, or any ratable part of all, of the LoansAdvances, the Commitments its Commitment hereunder and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(ii) G (“"Assignment and Acceptance”); ") and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with 2,500. The Company shall not be responsible for reimbursing any costs related to any assignment by a Bank to a Bank)hereunder.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during (provided no Default shall have occurred and be continuing), the existence of an Event of Default Agent and the Agenteach Issuing Bank, which consents in each case 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 or the Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate each of such BankEligible Assignees, an "Assignee") (each an “Assignee”) all, all or any ratable part of all, of the Loans, the Letter of Credit Obligations or the Commitments and the or any other rights and or obligations of such Bank hereunder, under this Agreement and the other Credit Documents in a minimum amount of Five Million Dollars ($5,000,000); provided, however, that the Company Obligors and the Agent may shall be entitled to continue to deal solely and directly with such Bank in connection with the interest interests so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement Assumption in substantially the form of Exhibit 10.8(ii) N (“an "Assignment and Acceptance”Assumption"), together with any Note or Notes subject to such assignment; and (iii) the assignor Bank or Assignee has a processing fee of Three Thousand Five Hundred Dollars ($3,500) shall have been paid to the Agent a processing fee in by the amount of $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank).Assignee. 128

Assignments, Participations, etc. Any (a) The Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the Agent, which consents consent 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 or the Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such the Bank) (each an “Assignee”"ASSIGNEE") all, or any ratable part of all, of the Loans, the Commitments Commitment and the other rights and obligations of such the Bank hereunder, in a minimum amount of $5,000,00010,000,000; providedPROVIDED, howeverHOWEVER, that the Company and the Agent may continue to deal solely and directly with such the Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))Assignee, shall have been given to the Company and by the Agent by such Bank and the Assignee; and (ii) such the Bank and its Assignee shall have delivered to the Company and the Agent an Assignment and Acceptance Agreement in substantially the form of Exhibit 10.8(iiEXHIBIT E ("ASSIGNMENT AND ACCEPTANCE") (“together with any Note or Notes subject to such assignment and any tax forms required to be provided by the Assignee under Section 6 of the Assignment and Acceptance”); and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank).

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the Agent, which consents shall not be unreasonably withheldBank, at any time may assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company or the 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 Commitments Borrowing Base Line, the Collateralized L/C Line, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,0001,000,000.00; provided, however, that the Company Co-Borrowers and the Administrative Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))Assignee, shall have been given to the Company Co-Borrowers and the Administrative Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Company Co-Borrowers and the Administrative Agent an Assignment and Acceptance Agreement in substantially the form of Exhibit 10.8(ii) (“Assignment and Acceptance”)) in form attached hereto as Exhibit D, together with any Note or Notes subject to such assignment; and (iii) the assignor Bank or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)2,500.00.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company (which consent of the Company shall not be unreasonably withheld) at all times other than during the existence of an Event of Default and the Agent, which consents shall not be unreasonably withheld, Agent at any time time, assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company or the 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 Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(ii) E (“"Assignment and Acceptance”"); and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500 3,000 (including, without limitation, except as set forth in connection with any assignment by a Bank to a Bankseparate agreement between the Agent and the Co-Agent).

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the 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 or the 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 Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))Assignee, shall have been given to the 62. 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 Agreement in substantially the form of Exhibit 10.8(ii) E (“"Assignment and Acceptance”); ") and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)4,000.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the 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 or the 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 Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(ii) 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 $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)2,500.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the 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 or the 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 Commitments Commitment and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00015,000,000; provided, however, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(ii) I (“"Assignment and Acceptance”); ") and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount amo unt of $3,500 (including4,000, without limitationprovided that in the case of a transfer under Section 3.08, in connection with any assignment by a the assignor Bank shall not be obligated to a Bank)pay such processing fee.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company Borrower at all times other than during the existence of an Event of Default and in the case of an assignment to an Affiliate of the assignor and with the written consent of the 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 or the 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 (in the case of Loans) part of all, of the Loans, the Commitments Loans and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; , provided, however, that the Company Borrower and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement substantially in substantially the form of Exhibit 10.8(ii) E (“Assignment and Acceptance”); and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)3,000.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default Borrower and the Agent, which consents consent of the Borrower shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided provided, that no written consent of the Company Borrower or the Agent shall be required in connection with any assignment and delegation by a Bank to (x) an Eligible Assignee that is an Affiliate of such BankBank or (y) another Bank (each an “Assignee”)) all, or any ratable part of all, of the Loans, the Commitments Loans and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that the Company Borrower and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(ii) F (an “Assignment and Acceptance”); ) and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)4,000.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the Agent, which consents shall not be unreasonably withheldBank, at any time may assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company or the 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 Commitments Uncommitted Line, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,0001,000,000; provided, however, that (i) any such disposition shall not, without the Company prior consent of the Borrower, require the Borrower to apply to register or qualify the Loan or any Note under the securities laws of any state, and (ii) the Borrower and the Administrative Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (ix) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank and the Assignee; (iiy) such Bank and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance Agreement in substantially the form of Exhibit 10.8(ii) (“Assignment and Acceptance”)) in form attached hereto as Exhibit D, together with any Note or Notes subject to such assignment; and (iiiz) the assignor Bank or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)2,500.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the 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 or the 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 Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (i) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))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 Agreement in substantially the form of Exhibit 10.8(ii) 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 $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)3,500.

Assignments, Participations, etc. (a) Any Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default and the Agent, which consents shall not be unreasonably withheldBank, at any time may assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company or the 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 Commitments Committed Line Portion, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,0001,000,000; provided, however, that (i) any such disposition shall not, without the Company prior consent of the Borrower, require the Borrower to apply to register or qualify the Loan or any Note under the securities laws of any state, and (ii) the Borrower and the Administrative Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until: until (ix) written notice of such assignment (in substantially assignment, together with payment instructions, addresses and related information with respect to the form of the Notice of Assignment and Acceptance attached hereto as Exhibit 10.8(i))Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank and the Assignee; (iiy) such Bank and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance Agreement in substantially the form of Exhibit 10.8(ii) (“Assignment and Acceptance”)) in form attached hereto as Exhibit D, together with any Note or Notes subject to such assignment; and (iiiz) the assignor Bank or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500 (including, without limitation, in connection with any assignment by a Bank to a Bank)2,500.