A LENDER TO ANOTHER
LENDER, AN AFFILIATE OF A LENDER OR A RELATED FUND OF A LENDER), AND AGENT
(PROVIDED THAT SUCH CONSENT OF THE AGENT SHALL NOT BE REQUIRED IN CONNECTION
WITH ANY ASSIGNMENT AND DELEGATION BY A LENDER TO AN ELIGIBLE ASSIGNEE THAT IS
AN AFFILIATE OF SUCH LENDER), AT ANY TIME ASSIGN AND DELEGATE TO ONE OR MORE
ELIGIBLE ASSIGNEES (EACH AN "ASSIGNEE") ALL, OR ANY PART OF, THE LOANS, THE
COMMITMENTS AND THE OTHER RIGHTS AND OBLIGATIONS OF SUCH LENDER HEREUNDER, IN A
MINIMUM AMOUNT OF $5,000,000 (OR SUCH LESSER AMOUNT TO WHICH AGENT, IN ITS SOLE
DISCRETION, MAY AGREE) OR, IF LESS, THE ENTIRE COMMITMENT OR LOAN(S) OF SUCH
LENDER; PROVIDED, THAT, THE BORROWER AND THE 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, SHALL HAVE BEEN GIVEN TO THE BORROWER AND THE AGENT BY
SUCH LENDER AND THE ASSIGNEE;
(II)
SUCH LENDER AND ITS ASSIGNEE SHALL HAVE
DELIVERED TO THE BORROWER AND THE AGENT AN ASSIGNMENT AND ACCEPTANCE IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO AGENT, SUCH LENDER AND ITS ASSIGNEE (AN
"ASSIGNMENT AND ACCEPTANCE"); AND
(III)
THE ASSIGNOR LENDER OR THE ASSIGNEE HAS PAID
TO THE AGENT A PROCESSING FEE IN THE AMOUNT OF $3,500; PROVIDED NO PROCESSING
FEE SHALL BE REQUIRED TO BE PAID IN CONNECTION WITH AN ASSIGNMENT BY A LENDER TO
AN ELIGIBLE ASSIGNEE THAT IS AN AFFILIATE OF SUCH LENDER OR A RELATED FUND OF
SUCH LENDER.
(B)
SUBJECT TO THE PROVISIONS OF
SUBSECTION 9.8(F) BELOW, FROM AND AFTER THE DATE THAT THE AGENT NOTIFIES THE
ASSIGNOR LENDER THAT THE AGENT HAS RECEIVED AND PROVIDED ITS CONSENT WITH
RESPECT TO AN EXECUTED ASSIGNMENT AND ACCEPTANCE AND PAYMENT OF THE
ABOVE-REFERENCED PROCESSING FEE (IF APPLICABLE):
(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 THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS;
AND
(II)
THE ASSIGNOR LENDER SHALL, TO THE EXTENT
THAT RIGHTS AND OBLIGATIONS HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS HAVE
BEEN ASSIGNED BY IT PURSUANT TO SUCH ASSIGNMENT AND ACCEPTANCE, RELINQUISH ITS
RIGHTS AND BE RELEASED FROM ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.
(C)
SUBJECT TO THE PROVISIONS OF
SUBSECTION 9.8(F) BELOW, IMMEDIATELY UPON THE MAKING OF THE PROCESSING FEE
PAYMENT TO THE AGENT IN RESPECT OF THE ASSIGNMENT AND ACCEPTANCE,
63
IF APPLICABLE, THIS AGREEMENT SHALL BE DEEMED TO BE AMENDED TO THE EXTENT, BUT
ONLY TO THE EXTENT, NECESSARY TO REFLECT THE ADDITION OF THE ASSIGNEE AND THE
RESULTING ADJUSTMENT OF THE COMMITMENTS ARISING THEREFROM.
THE COMMITMENT
ALLOCATED TO EACH ASSIGNEE SHALL REDUCE SUCH COMMITMENT OF THE ASSIGNING LENDER
TO THE SAME EXTENT.
(D)
ANY LENDER MAY AT ANY TIME SELL TO