WHEN
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED COUNTERPARTS HEREOF WHICH, WHEN
TAKEN TOGETHER, BEAR THE SIGNATURES OF EACH OF THE OTHER PARTIES HERETO.
SECTION 9.04. SUCCESSORS AND ASSIGNS. (A)
WHENEVER IN THIS AGREEMENT ANY OF THE
PARTIES HERETO IS REFERRED TO, SUCH REFERENCE SHALL BE DEEMED TO INCLUDE THE
PERMITTED SUCCESSORS AND ASSIGNS OF SUCH PARTY; AND ALL COVENANTS, PROMISES AND
AGREEMENTS BY OR ON BEHALF OF THE BORROWER, THE ADMINISTRATIVE AGENT, THE
COLLATERAL AGENT OR THE LENDERS THAT ARE CONTAINED IN THIS AGREEMENT SHALL BIND
AND INURE TO THE BENEFIT OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
(B)
EACH LENDER MAY ASSIGN TO ONE OR MORE ELIGIBLE ASSIGNEES ALL OR A PORTION
OF ITS INTERESTS, RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ALL OR
A PORTION OF ITS COMMITMENT AND THE LOANS AT THE TIME OWING TO IT), WITH THE
PRIOR WRITTEN CONSENT OF THE BORROWER AND THE ADMINISTRATIVE AGENT (IN EACH CASE
NOT TO BE UNREASONABLY WITHHELD OR DELAYED); PROVIDED, HOWEVER, THAT (I) THE
AMOUNT OF THE COMMITMENT OR LOANS OF THE ASSIGNING LENDER SUBJECT TO EACH SUCH
ASSIGNMENT AND AFTER GIVING EFFECT TO SUCH ASSIGNMENT (IN EACH CASE DETERMINED
AS OF THE DATE THE ASSIGNMENT AND ACCEPTANCE WITH RESPECT TO SUCH ASSIGNMENT IS
DELIVERED TO THE ADMINISTRATIVE AGENT) SHALL NOT BE LESS THAN $1,000,000
(PROVIDED THAT THE LOANS AND COMMITMENTS OF LENDERS THAT ARE AFFILIATES OR
RELATED FUNDS SHALL BE AGGREGATED FOR PURPOSES OF DETERMINING SUCH MINIMUM
AMOUNT), (II) THE PARTIES TO EACH SUCH ASSIGNMENT SHALL EXECUTE AND DELIVER TO
THE ADMINISTRATIVE AGENT AN ASSIGNMENT AND ACCEPTANCE VIA AN ELECTRONIC
SETTLEMENT SYSTEM ACCEPTABLE TO THE ADMINISTRATIVE AGENT (OR, IF PREVIOUSLY
AGREED WITH THE ADMINISTRATIVE AGENT,
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MANUALLY) AND SHALL PAY TO THE ADMINISTRATIVE AGENT A PROCESSING AND RECORDATION
FEE OF $3,500 (WHICH FEE MAY BE WAIVED OR REDUCED IN THE SOLE DISCRETION OF THE
ADMINISTRATIVE AGENT), PROVIDED THAT ONLY ONE SUCH FEE SHALL BE PAYABLE IN THE
CASE OF CONCURRENT ASSIGNMENTS TO PERSONS THAT, AFTER GIVING EFFECT TO SUCH
ASSIGNMENTS, WILL BE RELATED FUNDS, (III) THE ASSIGNEE, IF IT SHALL NOT BE A
LENDER, SHALL DELIVER TO THE ADMINISTRATIVE AGENT AN ADMINISTRATIVE
QUESTIONNAIRE AND ALL APPLICABLE TAX FORMS AND (IV) THE CONSENT OF THE BORROWER
SHALL NOT BE REQUIRED (A) IF SUCH ASSIGNMENT IS MADE TO ANOTHER LENDER OR AN
AFFILIATE OR RELATED FUND OF A LENDER OR (B) AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT. UPON ACCEPTANCE AND RECORDING PURSUANT TO
PARAGRAPH (E) OF THIS SECTION 9.04, FROM AND AFTER THE EFFECTIVE DATE SPECIFIED
IN EACH ASSIGNMENT AND ACCEPTANCE, (A) THE ASSIGNEE THEREUNDER SHALL BE A PARTY
HERETO AND, TO THE EXTENT OF THE INTEREST ASSIGNED BY SUCH ASSIGNMENT AND
ACCEPTANCE, HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER UNDER THIS AGREEMENT AND
(B) THE ASSIGNING LENDER THEREUNDER SHALL, TO THE EXTENT OF THE INTEREST
ASSIGNED BY SUCH ASSIGNMENT AND ACCEPTANCE, BE RELEASED FROM ITS OBLIGATIONS
UNDER THIS AGREEMENT (AND, IN THE CASE OF AN ASSIGNMENT AND ACCEPTANCE COVERING
ALL OR