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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
Entire Document
 
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heirs, executors or administrators of the Guarantor or any successors or assigns
of such Persons) may assign or transfer any of its rights or obligations under
this Agreement without the prior written consent of each Lender.

         (b) Any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time sell to one or more banks or other
entities ("Participants") participating interests in any Loan owing to such
Lender, any Commitment of such Lender or any other interest of such Lender
hereunder and under the other Loan Documents. In the event of any such sale by a
Lender of a participating interest to a Participant, such Lender's obligations
under this Agreement to the other parties to this Agreement shall remain
unchanged, such Lender shall remain solely responsible for the performance
thereof, such Lender shall remain the holder of any such Loan for all purposes
under this Agreement and the other Loan Documents, and the Borrower and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under this Agreement and
the other Loan Documents. In no event shall any Participant under any such
participation have any right to approve any amendment or waiver of any provision
of any Loan Document, or any consent to any departure by any Loan Party
therefrom, except to the extent that such amendment, waiver or consent would
reduce the principal of, or interest on, any Loan or any fees payable hereunder,
or postpone the date of the final maturity of any Loan, in each case to the
extent subject to such participation. The Borrower agrees that each Participant
shall be entitled to the benefits of Sections 2.11, 2.12 and 2.13 with respect
to its participation in the Commitments and the Loan outstanding from time to
time as if it were a Lender; provided that, in the case of Section 2.12, such
Participant shall have complied with the requirements of said Section and
provided, further, that no Participant shall 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 may, in the ordinary course of its business and in
accordance with applicable law, at any time and from time to time assign to any
Lender or any affiliate thereof or any Approved Fund or, with the consent of the
Borrower (in each case, so long as no Default or Event of Default has occurred
or is continuing) and the Administrative Agent (which in each case shall not be
unreasonably withheld; it being understood that it shall be reasonable for the
Administrative Agent to withhold consent to an assignment to an assignee that
would be subject to U.S. federal withholding taxation on the date of transfer),
to any other Person (collectively, "Purchasing Lenders") all or any part of its
rights and obligations under this Agreement and the other Loan Documents
pursuant to an Assignment and Acceptance, substantially in the form of Exhibit
E, executed by such Purchasing Lender, such transferor Lender (and, in the case
of a Purchasing Lender that is not then a Lender or an affiliate thereof or an
Approved Fund, by the Borrower and the Administrative Agent as permitted by this
Section 10.6(c)) and delivered to the Administrative Agent for its acceptance
and recording in the Register; provided that, except in the case of an
assignment to a Lender or any affiliate thereof or an Approved Fund or an
assignment of all of a Lender's rights and obligations under this Agreement, (x)
the amount of the Commitment and/or Loan of the assigning Lender being assigned
pursuant to each such assignment shall equal at least $5,000,000 and (y) after
giving effect to each such assignment, the


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