(III) EXERCISE ANY RIGHTS AND REMEDIES PROVIDED TO AGENT UNDER
THE LOAN DOCUMENTS OR AT LAW OR EQUITY, INCLUDING ALL REMEDIES PROVIDED UNDER
THE CODE; PROVIDED, THAT UPON THE OCCURRENCE OF AN EVENT OF DEFAULT SPECIFIED IN
SECTIONS 8.1(H) OR (I), THE REVOLVING LOAN COMMITMENT AND SWING LINE COMMITMENT
SHALL BE IMMEDIATELY TERMINATED AND ALL OF THE OBLIGATIONS, INCLUDING THE
REVOLVING LOAN AND THE SWING LINE
64
LOAN, SHALL BECOME IMMEDIATELY DUE AND PAYABLE WITHOUT DECLARATION, NOTICE OR
DEMAND BY ANY PERSON.
8.3
Waivers by Credit Parties.
Except as
otherwise provided for in this Agreement or by applicable law, each Credit Party
waives:
(a) presentment, demand and protest and notice of presentment,
dishonor, notice of intent to accelerate, notice of acceleration, protest,
default, nonpayment, maturity, release, compromise, settlement, extension or
renewal of any or all commercial paper, accounts, contract rights, documents,
instruments, chattel paper and guaranties at any time held by Agent on which any
Credit Party may in any way be liable, and hereby ratifies and confirms whatever
Agent may do in this regard, (b) all rights to notice and a hearing prior to
Agent's taking possession or control of, or to Agent's replevy, attachment or
levy upon, the Collateral or any bond or security that might be required by any
court prior to allowing Agent to exercise any of its remedies, and (c) the
benefit of all valuation, appraisal, marshaling and exemption laws.
9
ASSIGNMENT AND PARTICIPATIONS;
APPOINTMENT OF AGENT
9.1
Assignment and Participations.
(A)
SUBJECT TO THE TERMS OF THIS SECTION 9.1,
ANY LENDER MAY MAKE AN ASSIGNMENT TO A QUALIFIED ASSIGNEE OF, OR SALE OF
PARTICIPATIONS IN, AT ANY TIME OR TIMES, THE LOAN DOCUMENTS, LOANS AND ANY
COMMITMENT OR ANY PORTION THEREOF OR INTEREST THEREIN, INCLUDING ANY LENDER'S
RIGHTS, TITLE, INTERESTS, REMEDIES, POWERS OR DUTIES THEREUNDER.
ANY ASSIGNMENT
BY A LENDER SHALL:
(I)(A) EXCEPT FOR AN ASSIGNMENT TO AN AFFILIATE (AS DEFINED
IN CLAUSE (A) AND/OR (B) OF THE DEFINITION OF "AFFILIATE" IN ANNEX A) OF THE
ASSIGNING LENDER, REQUIRE THE CONSENT OF AGENT (WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED WITH RESPECT TO A QUALIFIED ASSIGNEE) AND
(B) REQUIRE THE EXECUTION OF AN ASSIGNMENT AGREEMENT (AN "ASSIGNMENT AGREEMENT")
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT 9.1(A) AND OTHERWISE IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO, AND ACKNOWLEDGED BY, AGENT;
(II) BE CONDITIONED ON THE ASSIGNEE LENDER REPRESENTING TO THE ASSIGNING LENDER
AND AGENT THAT IT IS PURCHASING THE APPLICABLE LOANS TO BE ASSIGNED TO IT FOR
ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION
THEREOF; (III) AFTER GIVING EFFECT TO ANY SUCH PARTIAL ASSIGNMENT, THE ASSIGNEE
LENDER SHALL HAVE COMMITMENTS IN AN AMOUNT AT LEAST EQUAL TO $2,500,000 AND THE
ASSIGNING LENDER SHALL HAVE RETAINED COMMITMENTS IN AN AMOUNT AT LEAST EQUAL TO
$2,500,000; AND (IV) EXCEPT FOR AN ASSIGNMENT TO AN AFFILIATE (AS DEFINED IN
CLAUSE (A) AND/OR (B) OF THE DEFINITION OF "AFFILIATE" IN ANNEX A) OF THE
ASSIGNING LENDER, INCLUDE A