Limitation on the Managing Entities. (a) No Loan Party shall create or suffer to exist any Lien upon its interests, nor shall any Managing Entity engage in any activities or operate any other business other than to serve as Managing Entity of such Loan Party, as applicable, nor shall any Managing Entity transfer or assign any of its interests in any Loan Party, as applicable without the prior written consent of the Administrative Agent and the Required Lenders.
(b) Each Managing Entity shall, at all times, act as the sole Managing Entity of each applicable Loan Party provided, however, that notwithstanding the preceding clause (a), a Managing Entity may assign its interest as Managing Entity to an Affiliate, so long as: (a) such Managing Entity shall have given Administrative Agent prior written notice of the intention to effect such transfer; and (b) one of the following shall have occurred as a condition to such proposed transfer: (x)(i) such transferee shall have joined into this Credit Agreement and the other Loan Documents, and shall have assumed all of the obligations of such Managing Entity under the Loan Documents, (ii) such transferee shall have pledged to Administrative Agent, for the benefit of the Lenders, all such collateral that such Managing Entity previously pledged to the Administrative Agent, similar to the Collateral, in form and substance reasonably satisfactory - 104 - to the previous Managing Entity and (iii) such transferee shall have delivered such documents, including, without limitation, the Constituent Document of such transferee, any security documents, accession or joinder agreements, amendments to the Loan Documents, and legal opinions, as may be reasonably requested by Administrative Agent, to Administrative Agent; or (y) Administrative Agent shall be otherwise reasonably satisfied that appropriate agreements have been effected to protect the interests of Administrative Agent and the Lenders with respect to the Collateral.
