ANY
PROVISIONS HEREOF OR THEREOF.
SECTION 10.8.
EXECUTION IN COUNTERPARTS, EFFECTIVENESS, ETC.
THIS AGREEMENT
MAY BE EXECUTED BY THE PARTIES HERETO IN SEVERAL COUNTERPARTS, EACH OF WHICH
SHALL BE EXECUTED BY THE BORROWER AND THE AGENT AND SHALL BE DEEMED TO BE AN
ORIGINAL AND ALL OF WHICH SHALL CONSTITUTE TOGETHER BUT ONE AND THE SAME
AGREEMENT.
THIS AGREEMENT SHALL BECOME EFFECTIVE WHEN COUNTERPARTS HEREOF
EXECUTED ON BEHALF OF THE BORROWER AND EACH LENDER (OR NOTICE THEREOF
SATISFACTORY TO THE AGENT) SHALL HAVE BEEN RECEIVED BY THE AGENT AND NOTICE
THEREOF SHALL HAVE BEEN GIVEN BY THE AGENT TO THE BORROWER AND EACH LENDER.
SECTION 10.9.
GOVERNING LAW; ENTIRE AGREEMENT.
THIS AGREEMENT, THE NOTES AND
EACH OTHER LOAN DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
THIS AGREEMENT, THE
NOTES AND THE OTHER LOAN DOCUMENTS
59
CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH
RESPECT THERETO.
SECTION 10.10.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON
AND SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER, THAT:
(A)
THE BORROWER MAY NOT ASSIGN OR TRANSFER ITS
RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE AGENT
AND ALL LENDERS; AND
(B)
THE RIGHTS OF SALE, ASSIGNMENT AND TRANSFER
OF THE LENDERS ARE SUBJECT TO SECTION 10.11.
SECTION 10.11.
SALE AND TRANSFER OF LOANS AND NOTE; PARTICIPATIONS IN LOANS AND
NOTE.
EACH LENDER MAY ASSIGN, OR SELL PARTICIPATIONS IN, ITS LOANS AND
COMMITMENTS TO ONE OR MORE OTHER PERSONS IN ACCORDANCE WITH THIS SECTION 10.11.
SECTION 10.11.1.
ASSIGNMENTS.
ANY LENDER,
(A)
WITH THE WRITTEN CONSENT OF THE BORROWER
AND THE AGENT (WHICH CONSENT SHALL NOT BE UNREASONABLY DELAYED OR WITHHELD, AND
WHICH CONSENT, IN THE CASE OF THE BORROWER, SHALL BE DEEMED TO HAVE BEEN GIVEN
IF THE BORROWER FAILS TO DELIVER A WRITTEN NOTICE TO THE AGENT ON OR BEFORE THE
TENTH BUSINESS DAY AFTER RECEIPT BY THE BORROWER OF THE AGENT'S REQUEST FOR
CONSENT, STATING, IN REASONABLE DETAIL, THE REASONS WHY THE BORROWER PROPOSES TO
WITHHOLD SUCH CONSENT) MAY AT ANY TIME ASSIGN AND DELEGATE TO OTHER COMMERCIAL
BANKS, OTHER FINANCIAL INSTITUTIONS OR APPROVED FUNDS ITS LOANS AND COMMITMENTS
HEREUNDER; PROVIDED, HOWEVER, THAT IF AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, THE CONSENT OF THE BORROWER SHALL NOT BE REQUIRED; AND
(B)
WITH NOTICE TO THE BORROWER AND THE AGENT,
BUT WITHOUT THE CONSENT OF THE BORROWER OR THE AGENT, MAY ASSIGN AND DELEGATE TO
ANY OF ITS AFFILIATES OR TO ANY OTHER LENDER OR ITS AFFILIATES ALL OR ANY
PORTION OF ITS LOANS AND COMMITMENTS HEREUNDER;
(each Person described in either of the foregoing clauses as being the Person to
whom such assignment and delegation is to be made, being hereinafter referred to
as an "Assignee Lender"), in a minimum aggregate amount of