14.1 Assignments and Participations.
(A)
ANY LENDER MAY, WITH THE WRITTEN CONSENT OF AGENT AND BORROWER (PROVIDED
THAT NO WRITTEN CONSENT OF AGENT OR BORROWER SHALL BE REQUIRED IN CONNECTION
WITH ANY ASSIGNMENT AND DELEGATION BY A LENDER TO AN ELIGIBLE TRANSFEREE),
ASSIGN AND DELEGATE TO ONE OR MORE ASSIGNEES (EACH AN "ASSIGNEE") 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 $5,000,000 (EXCEPT SUCH MINIMUM AMOUNT SHALL NOT APPLY TO
ANY AFFILIATE OF A LENDER OR TO A RELATED FUND OR ACCOUNT MANAGED BY A LENDER);
PROVIDED, HOWEVER, THAT BORROWER 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 BORROWER AND AGENT BY SUCH LENDER AND THE ASSIGNEE, (II) SUCH
LENDER AND ITS ASSIGNEE HAVE DELIVERED TO BORROWER AND AGENT AN ASSIGNMENT AND
ACCEPTANCE IN FORM AND SUBSTANCE SATISFACTORY TO AGENT, AND (III) THE ASSIGNOR
LENDER OR ASSIGNEE HAS PAID TO AGENT FOR AGENT'S SEPARATE ACCOUNT A PROCESSING
FEE IN THE AMOUNT OF $5,000.
ANYTHING CONTAINED HEREIN TO THE CONTRARY
NOTWITHSTANDING, THE CONSENT OF AGENT OR BORROWER SHALL NOT BE REQUIRED (AND
PAYMENT OF ANY FEES SHALL NOT BE REQUIRED) IF (Y) 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 SUCH
LENDER OR (Z) THE ASSIGNEE IS AN AFFILIATE OF A LENDER OR A RELATED FUND.
(B)
FROM AND AFTER THE DATE THAT AGENT NOTIFIES THE ASSIGNOR LENDER (WITH A
COPY TO BORROWER) THAT IT HAS RECEIVED AN EXECUTED ASSIGNMENT AND ACCEPTANCE AND
PAYMENT OF THE ABOVE-REFERENCED PROCESSING FEE, (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
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 (EXCEPT WITH RESPECT TO
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SECTION 11.3 HEREOF) AND BE RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENT
(AND IN THE CASE OF AN ASSIGNMENT AND ACCEPTANCE COVERING ALL OR THE REMAINING
PORTION OF AN ASSIGNING LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS, SUCH LENDER SHALL CEASE TO BE A PARTY HERETO AND
THERETO), AND SUCH ASSIGNMENT SHALL EFFECT A NOVATION BETWEEN BORROWER AND THE
ASSIGNEE.
(C)
BY EXECUTING AND DELIVERING AN ASSIGNMENT AND ACCEPTANCE, THE ASSIGNING
LENDER THEREUNDER AND THE ASSIGNEE THEREUNDER CONFIRM TO AND AGREE WITH EACH
OTHER AND THE OTHER PARTIES HERETO AS FOLLOWS:
(1) OTHER