ANY OTHER LOAN DOCUMENT, IT SHALL NOT BE A
CONDITION PRECEDENT TO THE FUNDING OF ANY LOAN HEREUNDER OR THE EFFECTIVENESS
HEREOF THAT THE LOAN PARTIES COMPLETE PRIOR TO THE LATER DATE SET FORTH IN THE
POST CLOSING LETTER ANY ACTION, OR EXECUTE AND DELIVER (OR CAUSE TO BE EXECUTED
AND DELIVERED) ANY DOCUMENT, SET FORTH IN THE POST-CLOSING LETTER.
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
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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