THE EXTENT NOT SEPARATELY DELIVERED
BY THE BORROWER, THE ADMINISTRATIVE AGENT AGREES TO DELIVER TO EACH LENDER (BY
INTRALINKS IN ACCORDANCE WITH SECTION 12.03(C), MAIL, COURIER OR FAX) THE
INFORMATION, NOTICES, STATEMENTS AND OTHER COMMUNICATIONS DELIVERED IN WRITING
BY THE BORROWER TO THE ADMINISTRATIVE AGENT PURSUANT TO ARTICLE VII.
12.10
OTHER AGENTS.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT
OR ANY OF THE OTHER LOAN DOCUMENTS, THE SYNDICATION AGENTS AND DOCUMENTATION
AGENTS IN THEIR CAPACITY AS SUCH ARE NAMED AS SUCH FOR RECOGNITION PURPOSES
ONLY, AND IN THEIR CAPACITIES AS SUCH SHALL HAVE NO POWERS, RIGHTS, DUTIES,
RESPONSIBILITIES OR LIABILITIES WITH RESPECT TO THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
75
ARTICLE XIII
MISCELLANEOUS
13.01
ASSIGNMENTS AND PARTICIPATIONS.
(A)
ASSIGNMENTS.
NO ASSIGNMENT OR PARTICIPATION OF ANY LENDER'S
RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT AND THE NOTES SHALL BE MADE EXCEPT IN
ACCORDANCE WITH THIS SECTION 13.01.
EACH LENDER MAY ASSIGN TO ONE OR MORE
ELIGIBLE ASSIGNEES ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT AND THE NOTES IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 13.01.
(B)
LIMITATIONS ON ASSIGNMENTS.
EACH ASSIGNMENT SHALL BE SUBJECT TO
THE FOLLOWING CONDITIONS: (I) EACH ASSIGNMENT SHALL BE OF A CONSTANT, AND NOT A
VARYING, RATABLE PERCENTAGE OF ALL OF THE ASSIGNING LENDER'S RIGHTS AND
OBLIGATIONS IN RESPECT OF ITS INTEREST BEING ASSIGNED UNDER THIS AGREEMENT AND
ITS NOTE AND, IN THE CASE OF A PARTIAL ASSIGNMENT, SHALL BE IN A MINIMUM
PRINCIPAL AMOUNT OF $5,000,000, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO
(X) AN ASSIGNMENT BY ANY LENDER OF ANY PORTION OF ITS RIGHTS AND OBLIGATIONS TO
ANOTHER LENDER OR AN AFFILIATE OR APPROVED FUND OF ANY LENDER OR (Y) AN
ASSIGNMENT BY ANY LENDER OF ALL OF ITS RIGHTS OR OBLIGATIONS UNDER THIS
AGREEMENT TO AN ELIGIBLE ASSIGNEE, (II) EACH SUCH ASSIGNMENT SHALL BE TO AN
ELIGIBLE ASSIGNEE, AND (III) THE PARTIES TO EACH SUCH ASSIGNMENT SHALL EXECUTE
AND DELIVER TO THE ADMINISTRATIVE AGENT, FOR ITS ACCEPTANCE AND RECORDING IN THE
REGISTER, AN ASSIGNMENT AND ACCEPTANCE, TOGETHER WITH A PROCESSING AND
RECORDATION FEE OF $3,500; PROVIDED, HOWEVER, ANY LENDER MAY ASSIGN ANY OR ALL
OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT TO ANY OF ITS AFFILIATES OR
TO ANY APPROVED FUND OF SUCH LENDER WITHOUT NOTICE TO OR CONSENT OF THE BORROWER
OR THE ADMINISTRATIVE AGENT AND WITHOUT BEING SUBJECT TO THE FOREGOING
CONDITIONS.
UPON SUCH EXECUTION, DELIVERY, ACCEPTANCE AND RECORDING IN THE
REGISTER, FROM AND AFTER THE EFFECTIVE DATE SPECIFIED IN EACH ASSIGNMENT AND
ACCEPTANCE AND ACCEPTED BY THE ADMINISTRATIVE AGENT (WHICH EFFECTIVE DATE SHALL
NOT BE ANY EARLIER THAN THE DATE ON WHICH THE ADMINISTRATIVE AGENT SO ACCEPTS
AND RECORDS THE ASSIGNMENT AND ACCEPTANCE IN THE REGISTER), (X) THE ASSIGNEE
THEREUNDER SHALL, IN ADDITION TO ANY RIGHTS AND OBLIGATIONS HEREUNDER HELD BY IT
IMMEDIATELY PRIOR TO SUCH EFFECTIVE DATE, IF ANY, HAVE THE RIGHTS AND
OBLIGATIONS HEREUNDER THAT HAVE BEEN ASSIGNED TO IT PURSUANT TO SUCH