OF BORROWER, AGENT OR ANY LENDER, TO GRANT
PARTICIPATION INTERESTS IN THE LOANS TO ANY PERSON (AND ANY SUCH PARTICIPATIONS
SHALL NOT COUNT TOWARD OR BE VIOLATIVE OF CLAUSE (2) OF THIS SECTION 11.05(A)),
(4) WITHOUT AGENT'S CONSENT, WHICH MAY BE WITHHELD IN AGENT'S SOLE DISCRETION,
NO LENDER SHALL HAVE THE RIGHT TO CONSUMMATE AN ASSIGNMENT (OTHER THAN A
PARTICIPATION) WITH RESPECT TO A PORTION OF THE LOANS NOT EQUAL TO ANY WHOLE
NUMBER MULTIPLE OF $10,000,000, AND (5) SUBJECT TO THE FOREGOING CLAUSES (1),
(3) AND (4), EACH LENDER'S RIGHT TO CONSUMMATE AN ASSIGNMENT SHALL BE SUBJECT TO
AGENT'S PRIOR REASONABLE CONSENT.
CLAUSE (2) OF THE IMMEDIATELY PRECEDING
SENTENCE SHALL NOT BE CONSTRUED SO AS TO PROHIBIT GMACCM FROM ENTERING INTO ANY
SO-CALLED "OFF-BALANCE SHEET" OR "REPURCHASE" FACILITY ARRANGEMENT WHEREIN
GMACCM SHALL RETAIN EFFECTIVE CONTROL OVER ANY PORTION OF THE LOANS WHICH IS
SUBJECT TO SUCH ARRANGEMENT AND SHALL BE RESPONSIBLE FOR THE FUNDING OF THAT
PORTION OF THE PROJECT LOAN.
THE PARTIES TO ANY ASSIGNMENT (OTHER THAN ANY
GRANTEE OF A PARTICIPATION INTEREST OR ANY GRANTEE OF A PLEDGE OR OTHER
HYPOTHECATION (BUT NOT ANY PERSON WHO HAS FORECLOSED UPON SUCH PLEDGE OR
HYPOTHECATION)) BY A LENDER SHALL EXECUTE AND DELIVER TO AGENT, FOR ITS
ACCEPTANCE AND RECORDING IN THE AGENT'S REGISTER, AGENT'S FORM OF ASSIGNMENT AND
ACCEPTANCE AGREEMENT (THE "ASSIGNMENT AND ACCEPTANCE AGREEMENT") TOGETHER WITH A
PROCESSING AND RECORDATION FEE OF $2,500, WHICH FEE SHALL COVER AGENT'S
ADMINISTRATIVE COST IN CONNECTION WITH SUCH ASSIGNMENT.
THE PARTIES TO SUCH
ASSIGNMENT SHALL ALSO PAY ALL OF AGENT'S REASONABLE ATTORNEYS' FEES AND
DISBURSEMENTS IN CONNECTION WITH SUCH ASSIGNMENT EXCEPT, WITH RESPECT TO AGENT'S
REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS, TO THE EXTENT PAID BY BORROWER
PURSUANT TO SECTION 7.06(A)(II) HEREOF.
EACH BORROWER ENTITY SHALL PROMPTLY
EXECUTE AND FILE ANY AMENDMENTS TO ANY PROJECT LOAN DOCUMENT OR THE NYTC
COMPLETION GUARANTY NECESSARY OR DESIRABLE TO REFLECT ANY SUCH ASSIGNMENT
(INCLUDING, WITHOUT LIMITATION, MULTIPLE NOTES REFLECTING SUCH ASSIGNEE'S
INTEREST IN THE PROJECT LOAN) PROVIDED THE SAME DO NOT INCREASE ANY SUCH
BORROWER ENTITY'S LIABILITIES (OTHER THAN TO A DE MINIMIS EXTENT) OR DECREASE
ANY SUCH BORROWER ENTITY'S RIGHTS (OTHER THAN TO A DE MINIMIS EXTENT) WITH
RESPECT TO THE PROJECT LOAN.
UPON SUCH EXECUTION, DELIVERY, ACCEPTANCE AND
RECORDING, FROM AND AFTER THE EFFECTIVE DATE SPECIFIED IN SUCH ASSIGNMENT AND
ACCEPTANCE AGREEMENT, (X) SUCH ASSIGNEE SHALL BE A LENDER AND (Y) THE ASSIGNOR
THEREUNDER SHALL, TO THE EXTENT THAT RIGHTS AND OBLIGATIONS HEREUNDER HAVE BEEN
ASSIGNED BY IT, OR ASSUMED BY THE ASSIGNEE THEREUNDER, PURSUANT TO SUCH
ASSIGNMENT AND ACCEPTANCE AGREEMENT, RELINQUISH ITS RIGHTS AND BE RELEASED FROM
ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER PROJECT LOAN DOCUMENTS (AND,
IN THE CASE OF AN ASSIGNMENT AND ACCEPTANCE AGREEMENT COVERING ALL OR THE
REMAINING PORTION OF AN ASSIGNOR'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT,
SUCH ASSIGNOR SHALL CEASE TO BE A LENDER).
THE AGENT SHALL MAINTAIN A REGISTER
(THE "AGENT'S REGISTER") SHOWING THE IDENTITY OF THE LENDERS FROM TIME TO TIME,
AND UPON REQUEST