THE
PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS PERMITTED HEREBY,
EXCEPT THAT NEITHER ANY BORROWER NOR ANY OTHER LOAN PARTY MAY ASSIGN OR
OTHERWISE TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR
WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT AND EACH LENDER AND NO LENDER MAY
ASSIGN OR OTHERWISE TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT
(I) TO AN ASSIGNEE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.06(B),
(II) BY WAY OF PARTICIPATION IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 10.06(D), OR (III) BY WAY OF PLEDGE OR ASSIGNMENT OF A SECURITY INTEREST
SUBJECT TO THE RESTRICTIONS OF SECTION 10.06(F) (AND ANY OTHER ATTEMPTED
ASSIGNMENT OR TRANSFER BY ANY PARTY HERETO SHALL BE NULL AND VOID).
NOTHING IN
THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL BE CONSTRUED TO CONFER UPON ANY
PERSON (OTHER THAN THE PARTIES HERETO, THEIR RESPECTIVE SUCCESSORS AND ASSIGNS
PERMITTED HEREBY, PARTICIPANTS TO THE EXTENT PROVIDED IN SUBSECTION (D) OF THIS
SECTION AND, TO THE EXTENT EXPRESSLY CONTEMPLATED HEREBY, THE RELATED PARTIES OF
EACH OF THE ADMINISTRATIVE AGENT, THE L/C ISSUER AND THE LENDERS) ANY LEGAL OR
EQUITABLE RIGHT, REMEDY OR CLAIM UNDER OR BY REASON OF THIS AGREEMENT.
(B)
ASSIGNMENTS BY LENDERS.
ANY LENDER MAY AT ANY TIME 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(S) AND THE LOANS
(INCLUDING FOR PURPOSES OF THIS SECTION 10.06(B), PARTICIPATIONS IN L/C
OBLIGATIONS) AT THE TIME OWING TO IT); PROVIDED THAT ANY SUCH ASSIGNMENT SHALL
BE SUBJECT TO THE FOLLOWING CONDITIONS:
(I)
MINIMUM AMOUNTS.
(A)
IN THE CASE OF AN ASSIGNMENT OF THE ENTIRE REMAINING AMOUNT OF THE
ASSIGNING LENDER'S COMMITMENT UNDER ANY FACILITY AND THE LOANS AT THE TIME OWING
TO IT UNDER SUCH FACILITY OR IN THE CASE OF AN ASSIGNMENT TO A LENDER, AN
AFFILIATE OF A LENDER OR AN APPROVED FUND, NO MINIMUM AMOUNT NEED BE ASSIGNED;
AND
(B)
IN ANY CASE NOT DESCRIBED IN SUBSECTION (B)(I)(A) OF THIS SECTION,
THE AGGREGATE AMOUNT OF THE COMMITMENT (WHICH FOR THIS PURPOSE INCLUDES LOANS
OUTSTANDING THEREUNDER) OR, IF THE COMMITMENT IS NOT THEN IN EFFECT, THE
PRINCIPAL OUTSTANDING BALANCE OF THE LOANS OF THE ASSIGNING LENDER SUBJECT TO
EACH SUCH ASSIGNMENT, DETERMINED AS OF THE DATE THE ASSIGNMENT AND ASSUMPTION
WITH
106
RESPECT TO SUCH ASSIGNMENT IS DELIVERED TO THE ADMINISTRATIVE AGENT OR, IF
"TRADE DATE" IS SPECIFIED IN THE ASSIGNMENT AND ASSUMPTION, AS OF THE TRADE
DATE, SHALL NOT BE LESS THAN $2,000,000, IN THE CASE OF ANY ASSIGNMENT IN
RESPECT OF THE REVOLVING CREDIT FACILITY, OR $1,000,000, IN THE CASE OF ANY
ASSIGNMENT IN RESPECT OF EITHER TERM FACILITY, UNLESS EACH OF THE ADMINISTRATIVE
AGENT AND, SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, THE
BORROWERS OTHERWISE CONSENT (EACH SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD
OR DELAYED); PROVIDED, HOWEVER, THAT CONCURRENT ASSIGNMENTS