NECESSARY, TO
FULLY IMPLEMENT AND EFFECT SUCH APPOINTMENTS AND TO CONTINUE THEM IN FULL FORCE
AND EFFECT. EACH BORROWER HEREBY CONSENTS TO SERVICE OF PROCESS AS AFORESAID.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH BORROWER IRREVOCABLY
AGREES AND UNDERTAKES TO ENTER ITS UNCONDITIONAL APPEARANCE WITHIN FORTY-FIVE
(45) DAYS AFTER THE COMPLETION OF SERVICE ON THE AUTHORIZED AGENT AS PROVIDED IN
THIS SECTION.
13.
ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.
13.1
ASSIGNMENTS AND PARTICIPATIONS.
(A)
ANY LENDER MAY ASSIGN AND DELEGATE TO ONE OR MORE ASSIGNEES (EACH
AN "ASSIGNEE") THAT ARE ELIGIBLE TRANSFEREES 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
$2,000,000 (EXCEPT SUCH MINIMUM AMOUNT SHALL NOT APPLY TO AN ASSIGNMENT AND
DELEGATION BY A LENDER TO (X) ANY OTHER LENDER OR AN AFFILIATE OF SUCH LENDER OR
A RELATED FUND OF SUCH LENDER, (Y) A GROUP OF NEW LENDERS, EACH OF WHICH IS AN
AFFILIATE OR RELATED FUND OF EACH OTHER SO LONG AS THE AGGREGATE AMOUNT TO BE
ASSIGNED TO SUCH GROUP IS AT LEAST $2,000,000 OR (Z) IF AS A RESULT OF SUCH
ASSIGNMENT SUCH LENDER SHALL CEASE TO BE A PARTY HERETO); PROVIDED, HOWEVER,
THAT, EXCEPT AS OTHERWISE PROVIDED IN SECTION 13.1(C) HEREOF, 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 AGENT BY SUCH
LENDER AND THE ASSIGNEE, (II) SUCH LENDER AND ITS ASSIGNEE HAVE DELIVERED TO
AGENT AN ASSIGNMENT AND ACCEPTANCE, AND (III) THE ASSIGNING LENDER OR ASSIGNEE
HAS PAID TO AGENT FOR AGENT'S SEPARATE ACCOUNT A PROCESSING FEE IN THE AMOUNT OF
$3,500. ANYTHING CONTAINED HEREIN TO THE CONTRARY NOTWITHSTANDING, THE PAYMENT
OF ANY FEES SHALL NOT BE REQUIRED AND THE ASSIGNEE NEED NOT BE AN ELIGIBLE
TRANSFEREE IF (X) 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 OR (Y) THE
ASSIGNEE IS A LENDER OR AN AFFILIATE OF A LENDER OR A RELATED FUND OF A LENDER.
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(B)
EXCEPT AS OTHERWISE PROVIDED IN SECTION 13.1(C) HEREOF, 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 (IF REQUIRED), (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