(ALL THE FOREGOING IN THIS CLAUSE (D),
COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"), PROVIDED THAT THE BORROWER SHALL
HAVE NO OBLIGATION HEREUNDER TO THE ADMINISTRATIVE AGENT OR ANY LENDER WITH
RESPECT TO INDEMNIFIED LIABILITIES SOLELY ARISING FROM THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE AGENTS OR ANY SUCH LENDER, AS THE CASE MAY BE.
THE
AGREEMENTS IN THIS SUBSECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT
AND THE REPAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
11.6.
SUCCESSORS AND ASSIGNS; PARTICIPATION AND ASSIGNMENTS.
(A)
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
THE BORROWER, THE LENDERS, THE AGENTS AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS PERMITTED HEREBY (INCLUDING ANY AFFILIATE OF THE ISSUING LENDER THAT
ISSUES ANY LETTER OF CREDIT), EXCEPT THAT (I) THE BORROWER MAY NOT ASSIGN OR
TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR
WRITTEN CONSENT OF EACH LENDER (AND ANY ATTEMPTED ASSIGNMENT OR TRANSFER BY THE
BORROWER WITHOUT SUCH CONSENT SHALL BE NULL AND VOID) AND (II) NO LENDER MAY
ASSIGN OR OTHERWISE TRANSFER ITS RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT IN
ACCORDANCE WITH THIS SUBSECTION 11.6.
NOTHING IN THIS AGREEMENT, EXPRESS OR
IMPLIED, SHALL BE CONSTRUED TO CONFER UPON ANY PERSON (OTHER THAN THE PARTIES
HERETO, THEIR RESPECTIVE SUCCESSORS AND ASSIGNS PERMITTED HEREBY (INCLUDING ANY
AFFILIATE OF THE ISSUING LENDER THAT ISSUES ANY LETTER OF CREDIT), PARTICIPANTS
(TO THE EXTENT PROVIDED IN PARAGRAPH (C) OF THIS SUBSECTION 11.6) AND, TO THE
EXTENT EXPRESSLY CONTEMPLATED HEREBY, THE RELATED PARTIES OF EACH OF THE AGENTS,
THE ISSUING BANK AND THE LENDERS) ANY LEGAL OR EQUITABLE RIGHT, REMEDY OR CLAIM
UNDER OR BY REASON OF THIS AGREEMENT.
(B)
(I)
SUBJECT TO THE CONDITIONS SET FORTH IN CLAUSE (II) BELOW,
ANY LENDER MAY 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
COMMITMENT AND THE LOANS AT THE TIME OWING TO IT) WITH THE PRIOR WRITTEN CONSENT
(SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD, DELAYED OR CONDITIONED) OF:
(A)
THE BORROWER, PROVIDED THAT NO CONSENT OF THE BORROWER SHALL BE
REQUIRED AT ANY TIME FOR AN ASSIGNMENT TO A LENDER, AN AFFILIATE OF A LENDER OR
AN APPROVED FUND, OR FOR ANY ASSIGNMENT TO ANY ASSIGNEE PRIOR TO COMPLETION OF
PRIMARY SYNDICATION OF THE LOANS AND COMMITMENTS HEREUNDER (AS DETERMINED BY
JPMORGAN CHASE IN ITS SOLE DISCRETION) OR IF A DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING; AND
(B)
THE ADMINISTRATIVE AGENT, PROVIDED THAT NO CONSENT OF THE
ADMINISTRATIVE AGENT SHALL BE REQUIRED FOR AN ASSIGNMENT OF ANY REVOLVING CREDIT
COMMITMENT TO AN
77
ASSIGNEE THAT IS A LENDER WITH A REVOLVING CREDIT COMMITMENT IMMEDIATELY PRIOR
TO GIVING EFFECT TO SUCH ASSIGNMENT OR AN AFFILIATE OF SUCH LENDER.
(ii)
Assignments shall be subject to the following additional conditions:
(A)
EXCEPT IN THE CASE OF AN ASSIGNMENT TO A LENDER OR AN AFFILIATE OF
A LENDER OR AN ASSIGNMENT OF THE ENTIRE