BE ENTITLED TO RECEIVE ANY GREATER
AMOUNT PURSUANT TO ANY SUCH SECTION THAN THE TRANSFEROR LENDER WOULD HAVE BEEN
ENTITLED TO RECEIVE IN RESPECT OF THE AMOUNT OF THE PARTICIPATION TRANSFERRED BY
SUCH TRANSFEROR LENDER TO SUCH PARTICIPANT HAD NO SUCH TRANSFER OCCURRED.
(C)
ANY LENDER OTHER THAN ANY CONDUIT LENDER
(AN "ASSIGNOR") MAY, IN ACCORDANCE WITH APPLICABLE LAW, AT ANY TIME AND FROM
TIME TO TIME ASSIGN TO ANY LENDER OR ANY LENDER AFFILIATE OR, WITH THE CONSENT
OF THE BORROWER AND THE ADMINISTRATIVE AGENT (WHICH, IN EACH CASE, SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED), TO AN ADDITIONAL BANK, FINANCIAL INSTITUTION
OR OTHER ENTITY (AN "ASSIGNEE") ALL OR ANY PART OF ITS RIGHTS AND OBLIGATIONS
UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS PURSUANT TO AN ASSIGNMENT AND
ACCEPTANCE, EXECUTED BY SUCH ASSIGNEE, SUCH ASSIGNOR AND ANY OTHER PERSON WHOSE
CONSENT IS REQUIRED PURSUANT TO THIS PARAGRAPH, AND DELIVERED TO THE
ADMINISTRATIVE AGENT FOR ITS ACCEPTANCE AND RECORDING IN THE REGISTER (AS
DEFINED BELOW); PROVIDED THAT, UNLESS OTHERWISE AGREED BY THE BORROWER AND THE
ADMINISTRATIVE AGENT, NO SUCH ASSIGNMENT TO AN ASSIGNEE (OTHER THAN ANY LENDER
OR ANY LENDER AFFILIATE) SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN
$5,000,000, AND AFTER GIVING EFFECT TO SUCH ASSIGNMENT, SUCH ASSIGNING LENDER
SHALL HAVE COMMITMENTS AND LOANS IN AN AGGREGATE AMOUNT OF AT LEAST $5,000,000
IN EACH CASE DESCRIBED IN THIS SENTENCE EXCEPT IN THE CASE OF AN ASSIGNMENT OF
ALL OF A LENDER'S INTERESTS UNDER THIS AGREEMENT.
FOR PURPOSES OF THE PROVISO
CONTAINED IN THE PRECEDING SENTENCE, THE AMOUNT DESCRIBED THEREIN SHALL BE
AGGREGATED IN RESPECT OF EACH LENDER AND ITS LENDER AFFILIATES, IF ANY. THE
ASSIGNEE SHALL PURCHASE, AT PAR, ALL LOANS AND PAY ALL ACCRUED INTEREST AND
OTHER AMOUNTS OWING TO SUCH ASSIGNOR UNDER THIS AGREEMENT ON OR PRIOR TO THE
DATE OF ASSIGNMENT FOR ANY ASSIGNMENT PURSUANT TO SECTION 2.17.
UPON SUCH
EXECUTION, DELIVERY, ACCEPTANCE AND RECORDING, FROM AND AFTER THE EFFECTIVE DATE
DETERMINED PURSUANT TO SUCH ASSIGNMENT AND ACCEPTANCE, (X) THE ASSIGNEE
THEREUNDER SHALL BE A PARTY HERETO AND, TO THE EXTENT PROVIDED IN SUCH
ASSIGNMENT AND ACCEPTANCE, HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER HEREUNDER
WITH A COMMITMENT AND/OR LOANS AS SET FORTH THEREIN, AND (Y) THE ASSIGNOR
THEREUNDER SHALL, TO THE EXTENT
49
PROVIDED IN SUCH ASSIGNMENT AND ACCEPTANCE, BE RELEASED FROM ITS OBLIGATIONS
UNDER THIS AGREEMENT (AND, IN THE CASE OF AN ASSIGNMENT AND ACCEPTANCE COVERING
ALL OF AN ASSIGNOR'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, SUCH ASSIGNOR
SHALL CEASE TO BE A PARTY HERETO).
NOTWITHSTANDING ANY PROVISION OF THIS
SECTION 9.06, THE CONSENT OF THE BORROWER SHALL NOT BE REQUIRED FOR ANY
ASSIGNMENT THAT OCCURS AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
ACCELERATION OF THE OBLIGATIONS.
NOTWITHSTANDING THE FOREGOING, ANY CONDUIT
LENDER MAY ASSIGN AT ANY TIME TO ITS DESIGNATING LENDER HEREUNDER WITHOUT THE
CONSENT OF THE BORROWER OR THE ADMINISTRATIVE AGENT ANY OR ALL OF THE LOANS IT
MAY HAVE FUNDED HEREUNDER AND PURSUANT TO