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, 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 CAUSE 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 THE REMAINING PORTION OF AN
ASSIGNING LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, SUCH LENDER
SHALL CEASE TO BE A PARTY HERETO BUT SHALL CONTINUE TO BE ENTITLED TO THE
BENEFITS OF SECTIONS 2.14, 2.16, 2.20 AND 9.05.
(C)
BY EXECUTING AND DELIVERING AN ASSIGNMENT AND ACCEPTANCE, THE ASSIGNING
LENDER THEREUNDER AND THE ASSIGNEE THEREUNDER SHALL BE DEEMED TO CONFIRM TO AND
AGREE
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WITH EACH OTHER AND THE OTHER PARTIES HERETO AS FOLLOWS:
(I) SUCH ASSIGNING
LENDER WARRANTS THAT IT IS THE LEGAL AND BENEFICIAL OWNER OF THE INTEREST BEING
ASSIGNED THEREBY FREE AND CLEAR OF ANY ADVERSE CLAIM AND THAT ITS COMMITMENT,
AND THE OUTSTANDING BALANCES OF ITS LOANS, IN EACH CASE WITHOUT GIVING EFFECT TO
ASSIGNMENTS THEREOF WHICH HAVE NOT BECOME EFFECTIVE, ARE AS SET FORTH IN SUCH
ASSIGNMENT AND ACCEPTANCE, (II) EXCEPT AS SET FORTH IN (I)