ASSIGN ALL OR ANY PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT TO ANOTHER BRANCH OR AFFILIATE OF SUCH LENDER WITHOUT FIRST OBTAINING
THE APPROVAL OF ANY AGENT OR THE BORROWER, PROVIDED THAT (I) SUCH LENDER REMAINS
LIABLE HEREUNDER UNLESS THE BORROWER AND AGENT SHALL OTHERWISE AGREE, (II) AT
THE TIME OF SUCH ASSIGNMENT SUCH LENDER IS NOT A DEFAULTING LENDER, (III) SUCH
LENDER GIVES THE AGENT AND BORROWER AT LEAST FIFTEEN (15) DAYS' PRIOR WRITTEN
NOTICE OF ANY SUCH ASSIGNMENT; (IV) THE PARTIES TO EACH SUCH ASSIGNMENT EXECUTE
AND DELIVER TO AGENT AN ASSIGNMENT AND ASSUMPTION, AND (V) THE AGENT RECEIVES
FROM THE ASSIGNING LENDER A PROCESSING FEE OF ONE THOUSAND FIVE HUNDRED DOLLARS
($1,500).
13.22.7
EACH LENDER SHALL HAVE THE RIGHT, WITHOUT THE CONSENT OF THE
BORROWER, TO SELL PARTICIPATIONS TO ONE OR MORE ELIGIBLE ASSIGNEES, OR AN
AFFILIATE OR RELATED FUND OF THE ASSIGNING LENDER, IN OR TO ALL OR A PORTION OF
ITS RIGHTS AND OBLIGATIONS UNDER THE LOAN AND THE LOAN DOCUMENTS; PROVIDED,
HOWEVER, THAT (I) SUCH LENDER'S OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING
WITHOUT LIMITATION ITS COMMITMENT TO BORROWER HEREUNDER) SHALL REMAIN UNCHANGED,
(II) SUCH LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR
THE PERFORMANCE OF SUCH OBLIGATIONS (III) THE BORROWER, THE AGENT AND THE OTHER
LENDERS SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN
CONNECTION WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND
WITH REGARD TO ANY AND ALL PAYMENTS TO BE MADE UNDER THIS AGREEMENT AND (IV) THE
HOLDER OF ANY SUCH PARTICIPATION
72
SHALL NOT BE ENTITLED TO VOTING RIGHTS UNDER THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS (BUT SUCH HOLDER MAY CONTRACT WITH THE LENDER SELLING SUCH ELIGIBLE
ASSIGNEE ITS INTEREST IN SUCH LENDER'S SHARE OF THE LOAN AS TO VOTING OF SUCH
LENDER'S INTEREST UNDER SECTION 13.26.2 BUT NOT UNDER ANY OTHER SECTION OF THIS
AGREEMENT, PROVIDED THAT ANY SUCH AGREEMENT BY A LENDER SHALL BIND ONLY SUCH
LENDER ALONE AND NOT BORROWER, THE OTHER LENDERS OR THE AGENT).
13.22.8
NO ELIGIBLE ASSIGNEE OF ANY RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT SHALL BE PERMITTED TO SUBASSIGN SUCH RIGHTS AND OBLIGATIONS.
NO
PARTICIPANT IN ANY RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT SHALL BE
PERMITTED TO SELL SUBPARTICIPATIONS OF SUCH RIGHTS AND OBLIGATIONS.
13.22.9
BORROWER ACKNOWLEDGES AND AGREES THAT LENDERS MAY PROVIDE TO
ANY ASSIGNEE OR PARTICIPANT ORIGINALS OR COPIES OF THIS AGREEMENT, ANY OTHER
LOAN DOCUMENT AND ANY OTHER DOCUMENTS, INSTRUMENTS, CERTIFICATES, OPINIONS,
INSURANCE POLICIES, LETTERS OF CREDIT, REPORTS, REQUISITIONS AND OTHER MATERIALS
AND INFORMATION OF EVERY NATURE OR DESCRIPTION, AND MAY COMMUNICATE ALL ORAL
INFORMATION, AT ANY TIME SUBMITTED BY OR ON BEHALF OF BORROWER OR RECEIVED BY
ANY LENDER IN CONNECTION WITH THE LOAN OR WITH RESPECT TO BORROWER, PROVIDED
THAT PRIOR TO ANY SUCH DELIVERY OR COMMUNICATION, SUCH ELIGIBLE ASSIGNEES OR
PARTICIPANTS SHALL AGREE TO PRESERVE THE CONFIDENTIALITY OF ANY OF THE FOREGOING
TO THE SAME EXTENT THAT SUCH LENDER AGREED TO PRESERVE SUCH CONFIDENTIALITY.
IN
ORDER TO