(A),
NO AMENDMENT, WAIVER OR OTHER MODIFICATION TO THIS AGREEMENT SHALL, UNLESS
SIGNED BY REQUIRED REVOLVING LENDERS, (I) INCREASE ANY OF THE ADVANCE RATES SET
FORTH IN THE BORROWING BASE CERTIFICATE, (II) MAKE LESS RESTRICTIVE THE
CALCULATION OF THE BORROWING BASE; (III) AMEND, WAIVE OR OTHERWISE MODIFY
SECTION 2.2(A) OR THE DEFINITIONS OF THE TERMS USED IN SECTION 2.2(A) INSOFAR AS
THE DEFINITIONS AFFECT THE SUBSTANCE OF SUCH SECTION; (IV) CHANGE THE DEFINITION
OF THE TERM REQUIRED REVOLVING LENDERS OR THE PERCENTAGE OF LENDERS WHICH SHALL
BE REQUIRED FOR REQUIRED REVOLVING LENDERS TO TAKE ANY ACTION HEREUNDER OR
(V) AMEND, WAIVE OR OTHERWISE MODIFY THIS SECTION 11.5(B) OR THE DEFINITIONS OF
THE TERMS USED IN THIS SECTION 11.5(B) INSOFAR AS THE DEFINITIONS AFFECT THE
SUBSTANCE OF THIS SECTION 11.5(B).
SECTION 11.6
ASSIGNMENTS; PARTICIPATIONS; REPLACEMENT OF LENDERS.
(A)
ASSIGNMENTS.
(I)
ANY LENDER MAY AT ANY TIME ASSIGN TO ONE OR MORE ELIGIBLE
ASSIGNEES ALL OR ANY PORTION OF SUCH LENDER'S LOANS AND INTEREST IN THE
REVOLVING LOAN COMMITMENT, TOGETHER WITH ALL RELATED OBLIGATIONS OF SUCH LENDER
HEREUNDER.
EXCEPT AS ADMINISTRATIVE AGENT MAY OTHERWISE AGREE, THE AMOUNT OF
ANY SUCH ASSIGNMENT (DETERMINED AS OF THE DATE OF THE APPLICABLE ASSIGNMENT
AGREEMENT OR, IF A "TRADE DATE" IS SPECIFIED IN SUCH ASSIGNMENT AGREEMENT, AS OF
SUCH TRADE DATE) SHALL BE IN A MINIMUM AGGREGATE AMOUNT EQUAL TO $1,000,000 OR,
IF LESS, THE ASSIGNOR'S ENTIRE INTERESTS IN THE REVOLVING LOAN COMMITMENT AND
OUTSTANDING LOANS; PROVIDED, THAT, IN CONNECTION WITH SIMULTANEOUS ASSIGNMENTS
TO TWO OR MORE RELATED APPROVED FUNDS, SUCH APPROVED FUNDS SHALL BE TREATED AS
ONE ASSIGNEE FOR PURPOSES OF DETERMINING COMPLIANCE WITH THE MINIMUM ASSIGNMENT
SIZE REFERRED TO ABOVE.
BORROWERS AND ADMINISTRATIVE AGENT SHALL BE ENTITLED TO
CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION WITH THE
INTERESTS SO ASSIGNED TO AN ELIGIBLE ASSIGNEE UNTIL ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED AND ACCEPTED AN EFFECTIVE ASSIGNMENT AGREEMENT EXECUTED, DELIVERED
AND FULLY COMPLETED BY THE APPLICABLE PARTIES THERETO AND A PROCESSING FEE
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of $3,500; provided, only one processing fee shall be payable in connection with
simultaneous assignments to two or more related Approved Funds.
(II)
FROM AND AFTER THE DATE ON WHICH THE CONDITIONS DESCRIBED ABOVE
HAVE BEEN MET, (I) SUCH ELIGIBLE ASSIGNEE SHALL BE DEEMED AUTOMATICALLY TO HAVE
BECOME A PARTY HERETO AND, TO THE EXTENT OF THE INTERESTS ASSIGNED TO SUCH
ELIGIBLE ASSIGNEE PURSUANT TO SUCH ASSIGNMENT AGREEMENT, SHALL HAVE THE RIGHTS
AND OBLIGATIONS OF A LENDER HEREUNDER AND (II) THE ASSIGNING LENDER, TO THE
EXTENT THAT RIGHTS AND OBLIGATIONS HEREUNDER HAVE BEEN ASSIGNED BY IT PURSUANT
TO SUCH ASSIGNMENT AGREEMENT, SHALL BE RELEASED FROM ITS RIGHTS AND OBLIGATIONS
HEREUNDER (OTHER THAN THOSE THAT SURVIVE TERMINATION PURSUANT TO SECTION 11.1).
UPON THE REQUEST OF THE ELIGIBLE ASSIGNEE (AND, AS APPLICABLE, THE ASSIGNING
LENDER) PURSUANT TO AN EFFECTIVE ASSIGNMENT AGREEMENT, EACH BORROWER SHALL
EXECUTE AND DELIVER TO ADMINISTRATIVE AGENT FOR DELIVERY TO THE ELIGIBLE
ASSIGNEE (AND, AS APPLICABLE, THE ASSIGNING LENDER) NOTES IN THE AGGREGATE
PRINCIPAL AMOUNT OF THE