OTHER PAPERS DELIVERED TO AGENT MAY
BE DESTROYED OR OTHERWISE DISPOSED OF BY AGENT FOUR MONTHS AFTER THEY ARE
DELIVERED TO OR RECEIVED BY AGENT, UNLESS ADMINISTRATIVE BORROWER REQUESTS, IN
WRITING, THE RETURN OF SAID DOCUMENTS, SCHEDULES, OR OTHER PAPERS AND MAKES
ARRANGEMENTS, AT BORROWERS' EXPENSE, FOR THEIR RETURN.
15.
ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.
15.1
Assignments and Participations.
(A)
ANY LENDER MAY, WITH THE WRITTEN CONSENT OF
AGENT (AND, IF NO EVENT OF DEFAULT THEN EXISTS AND IS CONTINUING, THE
ADMINISTRATIVE BORROWER (EACH SUCH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR
DELAYED)) ASSIGN AND DELEGATE TO ONE OR MORE ELIGIBLE TRANSFEREES (EACH AN
"ASSIGNEE") ALL, OR ANY RATABLE PART, 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; PROVIDED, HOWEVER, THAT
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, SHALL HAVE BEEN GIVEN TO
ADMINISTRATIVE BORROWER AND AGENT BY SUCH LENDER AND THE ASSIGNEE; (II) SUCH
LENDER AND ITS ASSIGNEE SHALL HAVE DELIVERED TO ADMINISTRATIVE BORROWER AND
AGENT A FULLY EXECUTED ASSIGNMENT AND ACCEPTANCE ("ASSIGNMENT AND ACCEPTANCE")
IN THE FORM OF EXHIBIT A-1; AND (III) THE ASSIGNOR LENDER OR ASSIGNEE HAS PAID
TO AGENT FOR AGENT'S SOLE AND SEPARATE ACCOUNT A PROCESSING FEE IN THE AMOUNT OF
$5,000.
ANYTHING CONTAINED HEREIN TO THE CONTRARY NOTWITHSTANDING, THE CONSENT
OF AGENT AND ADMINISTRATIVE BORROWER SHALL NOT BE REQUIRED (AND PAYMENT OF ANY
FEES SHALL NOT BE REQUIRED) IF (I) 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 (II) SUCH ASSIGNMENT IS TO AN AFFILIATE OF THE ASSIGNING LENDER.
(B)
FROM AND AFTER THE DATE THAT AGENT NOTIFIES
THE ASSIGNOR LENDER THAT IT HAS RECEIVED A FULLY 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
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RIGHTS 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 BORROWERS AND THE ASSIGNEE.
(C)
BY EXECUTING AND DELIVERING AN ASSIGNMENT
AND ACCEPTANCE,