sent by notice of such
change to each other party given as provided herein.
Such notices shall be
effective on the date received or, if mailed, on the third Business Day
following the date mailed.
11.7
Governing Law.
This Agreement and the other Loan Documents shall
be governed by and construed in accordance with the laws of the State of New
York without giving effect to its choice of law rules.
11.8
Assignments, Participations, Syndication, Etc.
(1)
WITH THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, SUCH
CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED, ANY LENDER MAY AT ANY TIME
ASSIGN AND DELEGATE TO ONE OR MORE ELIGIBLE ASSIGNEES (PROVIDED THAT NO WRITTEN
CONSENT OF THE ADMINISTRATIVE AGENT SHALL BE REQUIRED IN CONNECTION WITH ANY
ASSIGNMENT AND DELEGATION BY A LENDER TO AN AFFILIATE OF SUCH LENDER OR TO
ANOTHER LENDER OR ITS AFFILIATE) (EACH AN "ASSIGNEE") ALL OR ANY PART OF SUCH
LENDER'S PERCENTAGE SHARE OF THE LOAN AND THE OTHER OBLIGATIONS HELD BY SUCH
LENDER HEREUNDER, IN A MINIMUM AMOUNT OF $1,000,000, WHICH MINIMUM AMOUNT MAY BE
AN AGGREGATED AMOUNT IN THE EVENT OF SIMULTANEOUS ASSIGNMENTS TO OR BY TWO OR
MORE FUNDS UNDER COMMON MANAGEMENT (OR IF SUCH LENDER'S PERCENTAGE SHARE OF THE
LOAN IS LESS THAN $1,000,000, ONE HUNDRED PERCENT (100%) THEREOF); PROVIDED,
HOWEVER, THAT CNL REIT, THE BORROWER AND THE ADMINISTRATIVE 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 ADMINISTRATIVE AGENT BY
SUCH LENDER AND THE ASSIGNEE; (II) SUCH LENDER AND ITS ASSIGNEE SHALL HAVE
DELIVERED TO THE BORROWER AND THE ADMINISTRATIVE AGENT AN ASSIGNMENT AND
ACCEPTANCE AGREEMENT, (III) THE ASSIGNMENT SHALL HAVE BEEN RECORDED IN THE
REGISTER, AND
(IV) THE ASSIGNEE HAS PAID TO THE ADMINISTRATIVE AGENT A
PROCESSING FEE IN THE AMOUNT OF $3500.
(2)
THE AGENT SHALL, ON BEHALF OF THE BORROWER, MAINTAIN A COPY OF
EACH ASSIGNMENT AND ACCEPTANCE DELIVERED TO IT AND A REGISTER (THE "REGISTER")
FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS AND THE PRINCIPAL
AMOUNT OF THE LOAN OWING TO EACH LENDER FROM TIME TO TIME.
THE ENTRIES IN THE
REGISTER SHALL BE CONCLUSIVE, IN THE ABSENCE OF MANIFEST ERROR, AND THE
BORROWER, EACH LENDER AND THE AND THE ADMINISTRATIVE AGENT SHALL TREAT EACH
PERSON WHOSE NAME IS RECORDED IN THE REGISTER AS THE OWNER OF THE LOANS FOR ALL
PURPOSES OF THIS AGREEMENT.
FROM AND AFTER THE DATE THAT THE ADMINISTRATIVE
AGENT NOTIFIES THE ASSIGNOR LENDER AND THE BORROWER THAT IT HAS RECEIVED AN
EXECUTED ASSIGNMENT AND ACCEPTANCE AGREEMENT AND PAYMENT OF THE ABOVE-REFERENCED
PROCESSING FEE, AND THE ASSIGNMENT HAS BEEN RECORDED IN THE REGISTER:
(I) THE
ASSIGNEE THEREUNDER SHALL BE A PARTY HERETO AND, TO THE EXTENT THAT RIGHTS
77
AND OBLIGATIONS HEREUNDER AND UNDER THE OTHER LOAN