Conditions to Assignment Generally. In addition to the other requirements of this Agreement, no Member shall be entitled to assign all or any part of such Member’s Class A Units unless all of the following conditions have been met: (a) if required by the Manager, the Company shall (at its option) have received an attorney’s written opinion, in form and substance reasonably satisfactory to the Company, specifying the nature and circumstances of the proposed assignment, and based on such facts stating that the proposed assignment will not be in violation of any of the registration provisions of the Securities Act of 1933, as amended, or any applicable state securities laws; (b) the Company shall have received from the transferee (and the transferee’s spouse if such spouse will receive a community property interest in the Membership Interest) a counterpart signature page to, or a written consent to be bound by all of the terms and conditions of, this Agreement; (c) the assignment will not result in the loss of any license or regulatory approval or exemption that has been obtained by the Company, or result in a default under or breach or termination of any loan agreement or other contract to which the Company is a party; and (d) the Company is reimbursed upon request for its reasonable expenses in connection with the assignment.
Conditions to Assignment Generally. The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not 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 14.2, (ii) by way of participation in accordance with the provisions of Section 14.4, (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 14.6, or (iv) to a SPC in accordance with the provisions of Section 14.8 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit 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 Section 14.4 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Fronting Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.
