CONDITION THAT HAS HAD OR COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
53
SECTION 8
ASSIGNMENT AND PARTICIPATION
8.1
ASSIGNMENTS AND PARTICIPATIONS IN LOANS AND NOTES.
(A)
GENERAL.
THE PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON AND INURE
TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS
PERMITTED HEREBY, EXCEPT THAT NEITHER BORROWER NOR ANY OTHER LOAN PARTY MAY
ASSIGN OR OTHERWISE TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT
THE PRIOR WRITTEN CONSENT OF ADMINISTRATIVE AGENT AND EACH LENDER AND NO LENDER
MAY ASSIGN OR OTHERWISE TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER
EXCEPT (I) TO AN ASSIGNEE IN ACCORDANCE WITH THE PROVISIONS OF SUBSECTION
8.1(B), (II) BY WAY OF PARTICIPATION IN ACCORDANCE WITH THE PROVISIONS OF
SUBSECTION 8.1(D), OR (III) BY WAY OF PLEDGE OR ASSIGNMENT OF A SECURITY
INTEREST SUBJECT TO THE RESTRICTIONS OF SUBSECTION 8.1(E) (AND ANY OTHER
ATTEMPTED ASSIGNMENT OR TRANSFER BY ANY PARTY HERETO SHALL BE NULL AND VOID).
NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL BE CONSTRUED TO CONFER
UPON ANY PERSON (OTHER THAN THE PARTIES HERETO, THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS PERMITTED HEREBY, PARTICIPANTS TO THE EXTENT PROVIDED IN SUBSECTION
8.1(D) AND, TO THE EXTENT EXPRESSLY CONTEMPLATED HEREBY, THE RELATED PARTIES OF
EACH OF ADMINISTRATIVE AGENT AND THE LENDERS) ANY LEGAL OR EQUITABLE RIGHT,
REMEDY OR CLAIM UNDER OR BY REASON OF THIS AGREEMENT.
IN THE EVENT OF AN
ASSIGNMENT PURSUANT TO THIS SUBSECTION 8.1, IF A NEW NOTE IS REQUESTED BY THE
PERSON TO WHICH INTERESTS ARE TO BE ASSIGNED, BORROWER SHALL, UPON SURRENDER OF
THE ASSIGNING LENDER'S NOTE, ISSUE A NEW NOTE TO REFLECT THE INTERESTS OF THE
ASSIGNING LENDER AND THE PERSON TO WHICH INTERESTS ARE TO BE ASSIGNED.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, SO LONG AS
THE REQUISITE LENDERS SHALL REMAIN CAPABLE OF MAKING LIBOR LOANS, NO PERSON
SHALL BECOME A "LENDER" HEREUNDER UNLESS SUCH PERSON SHALL ALSO BE CAPABLE OF
MAKING LIBOR LOANS.
(B)
ASSIGNMENTS BY THE LENDERS.
ANY LENDER MAY AT ANY TIME ASSIGN TO ONE OR
MORE ASSIGNEES ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT (INCLUDING ALL OR A PORTION OF ITS LOAN COMMITMENTS AND THE LOANS AT
THE TIME OWING TO IT); PROVIDED THAT ANY SUCH ASSIGNMENT SHALL BE SUBJECT TO THE
FOLLOWING CONDITIONS:
(I)
MINIMUM AMOUNTS.
(1)
IN THE CASE OF AN ASSIGNMENT OF THE ENTIRE
REMAINING AMOUNT OF THE ASSIGNING LENDER'S LOAN COMMITMENT AND THE LOANS AT THE
TIME OWING TO IT OR IN THE CASE OF AN ASSIGNMENT TO ANOTHER LENDER, AN AFFILIATE
OF A LENDER OR AN APPROVED FUND, NO MINIMUM AMOUNT NEED BE ASSIGNED; AND
(2)
IN ANY CASE NOT DESCRIBED IN SUBSECTION
8.1(B)(I)(1), THE AGGREGATE AMOUNT OF THE LOAN COMMITMENT (WHICH FOR THIS
PURPOSE INCLUDES LOANS OUTSTANDING THEREUNDER) OR, IF THE APPLICABLE LOAN
COMMITMENT IS NOT THEN IN EFFECT, THE PRINCIPAL OUTSTANDING BALANCE OF THE LOANS
OF THE ASSIGNING LENDER SUBJECT TO EACH SUCH ASSIGNMENT (DETERMINED AS