OR ASSIGNMENT OF A PORTION OF A LENDER'S
INTEREST IN SUCH LENDER'S LOAN SHALL BE IN RESPECT OF INTEGRAL MULTIPLES OF
$1,000,000 IN PRINCIPAL AMOUNT (OR SUCH OTHER AMOUNT TO WHICH THE ADMINISTRATIVE
AGENT AND THE BORROWER MAY CONSENT IN WRITING).
EACH ASSIGNMENT PURSUANT TO
THIS SECTION 10.8(B) SHALL BE EFFECTED BY THE ADMINISTRATIVE AGENT, THE ASSIGNOR
LENDER AND ITS ASSIGNEE EXECUTING AN ASSIGNMENT AND ASSUMPTION AGREEMENT
SUBSTANTIALLY IN THE FORM OF EXHIBIT D HERETO (APPROPRIATELY COMPLETED) (EACH,
AN
"ASSIGNMENT AND ASSUMPTION AGREEMENT") AND THE RIGHTS AND DUTIES OF SUCH
LENDER AND THE ASSIGNEE EACH TO THE OTHER SHALL BE AS DEFINED THEREIN.
THE
PARTIES HERETO AGREE TO EXECUTE SUCH DOCUMENTS AS MAY BE NECESSARY TO EFFECTUATE
ANY SUCH ASSIGNMENT, INCLUDING, IN THE CASE OF THE BORROWER, TO EXCHANGE THE
NOTE OR NOTES HELD BY THE ASSIGNOR LENDER FOR A NEW NOTE OR NOTES PAYABLE TO
SUCH LENDER (IF IT HAS RETAINED ANY COMMITMENT) AND A NEW NOTE OR NOTES PAYABLE
TO THE ASSIGNEE IN THE RESPECTIVE AMOUNTS WHICH REFLECT THE ASSIGNMENT BEING
MADE UNDER THIS SECTION 10.8(B).
PROMPTLY FOLLOWING ANY ASSIGNMENT PURSUANT TO
THIS SECTION 10.8(B), THE ADMINISTRATIVE AGENT SHALL NOTIFY THE LENDERS
THEREOF.
FROM AND AFTER THE EFFECTIVE DATE DETERMINED PURSUANT TO SUCH
ASSIGNMENT AND ASSUMPTION AGREEMENT, (I) THE ASSIGNEE THEREUNDER SHALL BE A
PARTY HERETO AND, TO THE EXTENT PROVIDED IN SUCH ASSIGNMENT AND ASSUMPTION
AGREEMENT, HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER HEREUNDER AS SET FORTH
THEREIN AND (II) THE TRANSFEROR LENDER SHALL, TO THE EXTENT PROVIDED IN SUCH
ASSIGNMENT AND ASSUMPTION AGREEMENT, BE RELEASED FROM ITS COMMITMENT AND OTHER
OBLIGATIONS UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT AFTER GIVING EFFECT TO
SUCH ASSIGNMENT, THE OBLIGATIONS FROM WHICH SUCH LENDER IS RELEASED SHALL HAVE
BEEN ASSUMED BY AN ASSIGNEE OR ASSIGNEES.
IF A FRONTING LENDER SHALL CEASE TO
HAVE THE REQUIRED RATINGS, SUCH LENDER SHALL, UPON THE REQUEST AND AT THE
EXPENSE OF THE BORROWER AND IN ACCORDANCE WITH THIS SECTION 10.8(B), SELL,
ASSIGN, AND TRANSFER ITS RIGHTS AND OBLIGATIONS AS LENDER IN THIS AGREEMENT, ITS
NOTE, THE OTHER LOAN DOCUMENTS AND ANY LOAN TO ONE OR MORE OTHER COMMERCIAL
BANKS OR OTHER FINANCIAL INSTITUTIONS IDENTIFIED BY THE BORROWER WHICH HAVE AN
UNSECURED SENIOR DEBT RATING (OR SHADOW RATING AS REFLECTED IN A LETTER) BY EACH
OF MOODY'S AND S&P WHICH IS ACCEPTABLE TO THE BORROWER; PROVIDED THAT, AFTER
GIVING EFFECT TO SUCH SALE, ASSIGNMENT AND TRANSFER, THE COMMITMENT AND, IF
APPLICABLE, FRONTING LENDER COMMITMENT OF THE ASSIGNING LENDER SHALL HAVE
TERMINATED AND SUCH LENDER SHALL HAVE RECEIVED (AS PURCHASE PRICE OR OTHERWISE)
AN AMOUNT EQUAL TO THE OUTSTANDING PRINCIPAL AMOUNT OF ITS LOANS AND ALL ACCRUED
AND UNPAID INTEREST THEREON AND ALL OTHER AMOUNTS OWING TO SUCH LENDER HEREUNDER
OR ANY OTHER LOAN DOCUMENT (WHETHER OR NOT THEN DUE AND PAYABLE).
53
(C)
EACH LENDER SHALL BE ENTITLED AT ANY TIME TO SELL, ASSIGN, TRANSFER OR
OTHERWISE GRANT PARTICIPATIONS IN THE WHOLE OR ANY PART OF SUCH LENDER'S RIGHTS
AND/OR OBLIGATIONS UNDER THIS AGREEMENT,