Common use of Assignments by the Lenders Clause in Contracts

Assignments by the Lenders. Each Lender may assign any of its Loans, its Note and its Commitment (but only with the consent of the Collateral Agent); provided that: (a) no such consent by the Collateral Agent shall be required in the case of any assignment by any Lender to another Lender or an affiliate of such Lender or such other Lender; (b) except to the extent the Collateral Agent shall otherwise consent, any such partial assignment (other than to another Lender or an affiliate of a Lender) shall be in an amount at least equal to $10,000,000; (c) each such assignment (including an assignment to another Lender or an affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (d) subject to the applicable Lender's compliance with the provisions of clauses (b) and (c) above, the Collateral Agent's consent to an assignment shall not be unreasonably withheld, delayed or conditioned if (i) such assignment is made to a Qualified Institutional Lender, (ii) such assignment is first offered to the Collateral Agent in accordance with the terms and conditions of a separate agency agreement among the Collateral Agent and the Lenders, and (iii) the provisions of clause (e) have been satisfied; and (e) upon execution and delivery by the assignee (even if already a Lender) to Borrower and the Collateral Agent of an Assignment and Acceptance pursuant to which such assignee agrees to become a "Lender" hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by the Collateral Agent to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by the Collateral Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Lender shall pay the Collateral Agent a processing and recording fee of $3,500 and the reasonable fees and disbursements of the Collateral Agent's counsel incurred in connection therewith. (f) All assignments and participations shall be subject to the terms and conditions of the Administration Agreement.

Assignments by the Lenders. Each Lender may assign any of its Loans, its Note and its Commitment (but only with the consent of the Collateral Administrative Agent); provided that: (a) no such consent by the Collateral Administrative Agent shall be required in the case of any assignment by any Lender to another Lender or an affiliate Affiliate of such Lender or such other Lender (provided that in the case of an assignment to any such Affiliate, the assigning Lender will not be released from its obligations under the Loan Documents and the Administrative Agent may continue to deal only with such assigning Lender, unless such Affiliate is also an Eligible Assignee); (b) except to the extent the Collateral Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an affiliate of a Lender) shall be in an amount at least equal to $10,000,000; (c) each such assignment (including an assignment to another Lender or an affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (d) subject to the applicable Lender's ’s compliance with the provisions of clauses (b) and (c) above, the Collateral Administrative Agent's ’s consent to an assignment shall not be unreasonably withheld, delayed or conditioned if (i) such assignment is made to a Qualified Institutional Lender, (ii) such assignment is first offered to the Collateral Agent in accordance with the terms and conditions of a separate agency agreement among the Collateral Agent and the Lendersan Eligible Assignee, and (iiiii) the provisions of clause (e) have been satisfied; and (e) upon execution and delivery by the assignee (even if already a Lender) to Borrower and the Collateral Administrative Agent of an Assignment and Acceptance pursuant to which such assignee agrees to become a "“Lender" ” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by the Collateral Administrative Agent to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by the Collateral Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and and, except as provided in Section 12.24(2)(a), the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Lender shall pay the Collateral Administrative Agent a processing and recording fee of $3,500 and the reasonable fees and disbursements of the Collateral Administrative Agent's ’s counsel incurred in connection therewith. (f) All assignments and participations shall be subject to the terms and conditions of the Administration Agreement.

Assignments by the Lenders. Each Lender may assign all or any portion of its interest in its Loans, its Note and its Commitment (but only with the consent of the Collateral Administrative Agent); provided that: (a) no such consent by the Collateral Administrative Agent shall be required in the case of any assignment (i) by any Lender to another Lender or an affiliate of such Lender or such other LenderLender or (ii) by CMF Capital Company, LLC to GECC or an affiliate of GECC; (b) except to the extent the Collateral Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an affiliate of a Lender) shall be in an amount at least equal to $10,000,000; (c) each such assignment (including an assignment to another Lender or an affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (d) subject to the applicable Lender's compliance with the provisions of clauses (b) and (c) above, the Collateral Administrative Agent's consent to an assignment shall not be unreasonably withheld, delayed or conditioned if (i) in the reasonable judgment of the Administrative Agent, such assignment is made to a Qualified Institutional Lenderreputable institutional investor with substantial experience in real estate lending and originating mortgage loans similar to the Loans, and a financial net worth of at least $100,000,000, (ii) such assignment is first offered to the Collateral Administrative Agent in accordance with the terms and conditions of a separate agency agreement among the Collateral Administrative Agent and the Lenders, and (iii) the provisions of clause (e) have been satisfied; and (e) upon execution and delivery by the assignee (even if already a Lender) to Borrower and the Collateral Administrative Agent of an Assignment and Acceptance pursuant to which such assignee agrees to become a "Lender" hereunder (if not already a Lender) having in respect of the Commitment and Loans specified in such instrumentinterest to be so assigned, and upon consent thereto by the Collateral Administrative Agent to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by the Collateral Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment assignment, the assigning Lender (and not the Borrower) shall pay the Collateral Administrative Agent a processing and recording fee of $3,500 and the reasonable fees and disbursements of the Collateral Administrative Agent's counsel incurred in connection therewith. (f) All assignments and participations shall be subject to the terms and conditions of the Administration Agreement.

Assignments by the Lenders. Each Lender may assign any of its -------------------------- Loans, its Note Note, its Commitment and its Commitment participations in Letters of Credit (but only with the consent of the Collateral AgentAdministrative Agent and, prior to the occurrence of an Event of Default, the consent of Borrower); provided that:: -------- (a) no such consent by the Collateral Administrative Agent shall be required in the case of any assignment by any Lender to another Lender or an affiliate of such Lender or such other a Lender; (b) except to the extent the Collateral Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an affiliate of a Lender) shall be in an amount at least equal to $10,000,000; (c) each such assignment (including an assignment to another Lender or an affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (d) subject to the applicable Lender's compliance with the provisions of clauses (b) and (c) above, the Collateral Administrative Agent's consent to an ----------- ---- assignment shall not be unreasonably withheld, delayed or conditioned if (i) in the reasonable judgment of the Administrative Agent, such assignment is made to a Qualified Institutional Lenderreputable institutional investor with substantial experience in real estate lending and originating mortgage loans similar to the Loans, and a financial net worth of at least $100,000,000, (ii) such assignment is first offered to the Collateral Administrative Agent in accordance with the terms and conditions of a separate agency agreement among the Collateral Administrative Agent and the Lenders, and (iii) the provisions of clause (e) have been satisfied; ---------- and (e) upon execution and delivery by the assignee (even if already a Lender) to Borrower and the Collateral Administrative Agent of an Assignment and Acceptance pursuant to which such assignee agrees to become a "Lender" hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by the Collateral Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by the Collateral Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Lender shall pay the Collateral Administrative Agent a processing and recording fee of $3,500 and the reasonable fees and disbursements of the Collateral Administrative Agent's counsel incurred in connection therewith. (f) All assignments and participations shall be subject to the terms and conditions of the Administration Agreement.

Assignments by the Lenders. Each Lender may assign any of its Loans, its Note and its Commitment (but only with the consent of the Collateral Administrative Agent); provided that: (a) no such consent by the Collateral Administrative Agent shall be required in the case of any assignment by any Lender to another Lender or an affiliate Affiliate of such Lender or such other Lender (provided that in the case of an assignment to any such affiliate, the assigning Lender will not be released from its obligations under the Loan Documents and Administrative Agent may continue to deal only with such assigning Lender); (b) except to the extent the Collateral Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an affiliate of a Lender) shall be in an amount at least equal to $10,000,000; (c) each such assignment (including an assignment to another Lender or an affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (d) subject to the applicable Lender's compliance with the provisions of clauses (b) and (c) above, the Collateral Administrative Agent's consent to an assignment shall not be unreasonably withheld, delayed or conditioned if (i) such assignment is made to a Qualified Institutional Lender, (ii) such assignment is first offered to the Collateral Agent in accordance with the terms and conditions of a separate agency agreement among the Collateral Agent and the Lendersan Eligible Assignee, and (iiiii) the provisions of clause (e) have been satisfied; and (e) upon execution and delivery by the assignee (even if already a Lender) to Borrower and the Collateral Administrative Agent of an Assignment and Acceptance pursuant to which such assignee agrees to become a "Lender" hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by the Collateral Administrative Agent to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by the Collateral Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and and, except as provided in Section 12.24(2)(a), the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Lender shall pay the Collateral Administrative Agent a processing and recording fee of $3,500 and the reasonable fees and disbursements of the Collateral Administrative Agent's counsel incurred in connection therewith. (f) All assignments and participations shall be subject to the terms and conditions of the Administration Agreement.

Assignments by the Lenders. Each Lender may assign any of its Loans, its Note and its Commitment (but only with the consent of the Collateral Administrative Agent); provided that: (ai) no such consent by the Collateral Administrative Agent shall be required in the case of any assignment by any Lender to another Lender or an affiliate of such Lender or such other Lender; (bii) except to the extent the Collateral Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an affiliate of a Lender) shall be in an amount at least equal to $10,000,000; (ciii) each such assignment (including an assignment to another Lender or an affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (div) subject to the applicable Lender's compliance with the provisions of clauses (b) and (c) above, the Collateral Administrative Agent's consent to an assignment shall not be unreasonably withheld, delayed or conditioned if (i) in the reasonable judgment of Administrative Agent, such assignment is made to a Qualified Institutional Lenderreputable institutional investor with substantial experience in real estate lending and originating mortgage loans similar to the Loans, and a financial net worth of at least $100,000,000, (ii) such assignment is first offered to the Collateral Administrative Agent in accordance with the terms and conditions of a separate agency agreement among the Collateral Administrative Agent and the Lenders, and (iii) the provisions of clause (e) have been satisfied; and (ev) upon execution and delivery by the assignee (even if already a Lender) to Borrower and the Collateral Administrative Agent of an Assignment and Acceptance pursuant to which such assignee agrees to become a "Lender" hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by the Collateral Administrative Agent to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by the Collateral Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Lender shall pay the Collateral Administrative Agent a processing and recording fee of $3,500 and the reasonable fees and disbursements of the Collateral Administrative Agent's counsel incurred in connection therewith. (f) All assignments and participations shall be subject to the terms and conditions of the Administration Agreement.

Assignments by the Lenders. Each Lender may assign any of its Loans, its Note and its Commitment (but only with the consent of the Collateral Administrative Agent); provided PROVIDED that: (a) no such consent by the Collateral Administrative Agent shall be required in the case of any assignment by any Lender to another Lender or an affiliate of such Lender or such other a Lender; (b) except to the extent the Collateral Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an affiliate of a Lender) shall be in an amount at least equal to $10,000,000; (c) each such assignment (including an assignment to another Lender or an affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (d) subject to the applicable Lender's compliance with the provisions of clauses CLAUSES (bB) and (cC) above, the Collateral Administrative Agent's consent to an assignment shall not be unreasonably withheld, delayed or conditioned if (i) in the reasonable judgment of the Administrative Agent, such assignment is made to a Qualified Institutional Lenderreputable institutional investor with substantial experience in real estate lending and originating mortgage loans similar to the Loans, and a financial net worth of at least $100,000,000, (ii) such assignment is first offered to the Collateral Administrative Agent in accordance with the terms and conditions of a separate agency agreement among the Collateral Administrative Agent and the Lenders, and (iii) the provisions of clause CLAUSE (eE) have been satisfied; and (e) upon execution and delivery by the assignee (even if already a Lender) to Borrower Borrowers and the Collateral Administrative Agent of an Assignment and Acceptance pursuant to which such assignee agrees to become a "Lender" hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by the Collateral Administrative Agent to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by the Collateral Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Lender shall pay the Collateral Administrative Agent a processing and recording fee of $3,500 and the reasonable fees and disbursements of the Collateral Administrative Agent's counsel incurred in connection therewith. (f) All assignments and participations shall be subject to the terms and conditions of the Administration Agreement.

Assignments by the Lenders. Each Lender may assign any of its Loans, its Note and its Commitment (but only with the consent of the Collateral Administrative Agent)) and upon notice Borrowers; provided that: (a) A. no such consent by the Collateral Administrative Agent shall be required in the case of any assignment by any Lender to another Lender or an affiliate of such Lender or such other Lender; (b) B. except to the extent the Collateral Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an affiliate of a Lender) shall be in an amount at least equal to $10,000,000; (c) C. each such assignment (including an assignment to another Lender or an affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (d) D. subject to the applicable Lender's ’s compliance with the provisions of clauses (bB) and (cC) above, the Collateral Administrative Agent's ’s consent to an assignment shall not be unreasonably withheld, delayed or conditioned if (i) in the reasonable judgment of Administrative Agent, such assignment is made to a Qualified Institutional Lenderreputable institutional investor with substantial experience in real estate lending and originating mortgage loans similar to the Loans, and a financial net worth of at least $100,000,000, (ii) such assignment is first offered to the Collateral Administrative Agent in accordance with the terms and conditions of a separate agency agreement among the Collateral Administrative Agent and the Lenders, and (iii) the provisions of clause (eE) have been satisfied; and (e) E. upon execution and delivery by the assignee (even if already a Lender) to Borrower Borrowers and the Collateral Administrative Agent of an Assignment and Acceptance pursuant to which such assignee agrees to become a "“Lender" ” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by the Collateral Administrative Agent to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by the Collateral Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Lender shall pay the Collateral Administrative Agent a processing and recording fee of $3,500 and the reasonable fees and disbursements of the Collateral Administrative Agent's ’s counsel incurred in connection therewith. (f) All assignments and participations shall be subject to the terms and conditions of the Administration Agreement.

Assignments by the Lenders. Each Lender may assign any of its Loans, its Note and its Commitment (but only with the consent of the Collateral Administrative Agent); provided that: (a) no such consent by the Collateral Administrative Agent shall be required in the case of any assignment by any Lender to another Lender or an affiliate of such Lender or such other Lender; (b) except to the extent the Collateral Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an affiliate of a Lender) shall be in an amount at least equal to $10,000,000; (c) each such assignment (including an assignment to another Lender or an affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (d) subject to the applicable Lender's ’s compliance with the provisions of clauses (b) and (c) above, the Collateral Administrative Agent's ’s consent to an assignment shall not be unreasonably withheld, delayed or conditioned if (i) in the reasonable judgment of the Administrative Agent, such assignment is made to a Qualified Institutional Lenderreputable institutional investor with substantial experience in real estate lending and originating mortgage loans similar to the Loans, and a financial net worth of at least $100,000,000, (ii) such assignment is first offered to the Collateral Administrative Agent in accordance with the terms and conditions of a separate agency agreement among the Collateral Administrative Agent and the Lenders, and (iii) the provisions of clause (e) have been satisfied; and (e) upon execution and delivery by the assignee (even if already a Lender) to Borrower and the Collateral Administrative Agent of an Assignment and Acceptance pursuant to which such assignee agrees to become a "“Lender" ” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by the Collateral Administrative Agent to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by the Collateral Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Lender shall pay the Collateral Administrative Agent a processing and recording fee of $3,500 and the reasonable fees and disbursements of the Collateral Administrative Agent's ’s counsel incurred in connection therewith. (f) All assignments and participations shall be subject to the terms and conditions of the Administration Agreement.