OUT OF ANY OF THE LOAN DOCUMENTS
OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.
BORROWERS AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED
THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
IN THE EVENT OF LITIGATION, A COPY
OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
13.
ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.
13.1
Assignments and Participations.
(A)
ANY LENDER MAY, WITH THE WRITTEN CONSENT OF AGENT (PROVIDED THAT NO WRITTEN
CONSENT OF AGENT SHALL BE REQUIRED IN CONNECTION WITH ANY ASSIGNMENT AND
DELEGATION BY A LENDER TO AN ELIGIBLE TRANSFEREE) AND UPON 3 BUSINESS DAYS'
NOTICE TO ADMINISTRATIVE BORROWER, ASSIGN AND DELEGATE TO ONE OR MORE ASSIGNEES
(EACH AN "ASSIGNEE") ALL, OR ANY RATABLE PART OF ALL, OF THE OBLIGATIONS, THE
COMMITMENTS AND THE OTHER RIGHTS AND OBLIGATIONS OF SUCH LENDER HEREUNDER AND
UNDER THE OTHER LOAN DOCUMENTS, IN A MINIMUM AMOUNT OF $5,000,000; PROVIDED,
HOWEVER, THAT BORROWERS AND AGENT MAY CONTINUE TO DEAL SOLELY AND DIRECTLY WITH
SUCH LENDER IN CONNECTION WITH THE INTEREST SO ASSIGNED TO AN ASSIGNEE UNTIL (I)
WRITTEN NOTICE OF SUCH ASSIGNMENT, TOGETHER WITH PAYMENT INSTRUCTIONS,
ADDRESSES, AND RELATED INFORMATION WITH RESPECT TO THE ASSIGNEE, HAVE BEEN GIVEN
TO ADMINISTRATIVE BORROWER AND AGENT BY SUCH LENDER AND THE ASSIGNEE, (II) SUCH
LENDER AND ITS ASSIGNEE HAVE DELIVERED TO ADMINISTRATIVE BORROWER AND AGENT AN
ASSIGNMENT AND ACCEPTANCE, (III) THE ASSIGNING LENDER OR ASSIGNEE HAS PAID TO
AGENT FOR AGENT'S SEPARATE ACCOUNT A PROCESSING FEE IN THE AMOUNT OF $5,000, AND
(IV) SUCH ASSIGNEE HAS DELIVERED ANY APPLICABLE DOCUMENTATION RELATING TO
EXEMPTION FROM WITHHOLDING TAXES PROVIDED IN SECTION 15.11.
ANYTHING CONTAINED
HEREIN TO THE CONTRARY NOTWITHSTANDING, THE CONSENT OF AGENT OR BORROWER (AND
PAYMENT OF ANY FEES) SHALL NOT BE REQUIRED IF SUCH ASSIGNMENT IS IN CONNECTION
WITH ANY MERGER, CONSOLIDATION, SALE, TRANSFER, OR OTHER DISPOSITION OF ALL OR
ANY SUBSTANTIAL PORTION OF THE BUSINESS OR LOAN PORTFOLIO OF THE ASSIGNING
LENDER.
(B)
FROM AND AFTER THE DATE THAT AGENT NOTIFIES THE ASSIGNING LENDER (WITH A
COPY TO ADMINISTRATIVE BORROWER) THAT IT HAS RECEIVED AN EXECUTED ASSIGNMENT AND
ACCEPTANCE AND PAYMENT OF THE ABOVE-REFERENCED PROCESSING FEE, (I) THE ASSIGNEE
THEREUNDER SHALL BE A PARTY HERETO AND, TO THE EXTENT THAT RIGHTS AND
OBLIGATIONS HEREUNDER HAVE BEEN ASSIGNED TO IT PURSUANT TO SUCH ASSIGNMENT AND
ACCEPTANCE, SHALL HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER UNDER THE LOAN
DOCUMENTS, AND (II) THE ASSIGNING LENDER SHALL, TO THE EXTENT THAT RIGHTS AND
OBLIGATIONS HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS HAVE BEEN ASSIGNED BY
IT PURSUANT TO SUCH
46
ASSIGNMENT AND ACCEPTANCE, RELINQUISH ITS RIGHTS (EXCEPT WITH RESPECT TO
SECTION 10.3 HEREOF) AND BE RELEASED FROM ANY FUTURE OBLIGATIONS UNDER THIS
AGREEMENT (AND IN THE CASE OF AN ASSIGNMENT AND ACCEPTANCE COVERING ALL OR THE
REMAINING PORTION OF AN ASSIGNING LENDER'S