(EACH, AN "ASSIGNEE") 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
ADMINISTRATIVE AGENT (NOT TO BE UNREASONABLY WITHHELD OR DELAYED); PROVIDED,
THAT (I) THE AMOUNT OF THE COMMITMENT OR LOANS OF THE ASSIGNING LENDER SUBJECT
TO EACH SUCH ASSIGNMENT (DETERMINED AS OF THE DATE THE ASSIGNMENT AND ACCEPTANCE
SUBSTANTIALLY IN THE FORM OF EXHIBIT J (THE "ASSIGNMENT AND ACCEPTANCE") WITH
RESPECT TO SUCH ASSIGNMENT IS DELIVERED TO THE ADMINISTRATIVE AGENT AND
DETERMINED ON AN AGGREGATE BASIS IN THE EVENT OF CONCURRENT ASSIGNMENTS TO
RELATED FUNDS (AS DEFINED BELOW)) SHALL NOT, UNLESS CONSENTED TO BY THE
ADMINISTRATIVE AGENT, BE LESS THAN $1,000,000 (OR, IF LESS, THE ENTIRE REMAINING
AMOUNT OF SUCH LENDER'S COMMITMENT OR LOANS), (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
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AGENT, MANUALLY) AND SHALL PAY TO THE ADMINISTRATIVE AGENT A PROCESSING AND
RECORDATION FEE IN THE AMOUNT OF $3,500.00 (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 AND (III) THE
ASSIGNEE, IF IT SHALL NOT BE A LENDER, SHALL DELIVER TO THE ADMINISTRATIVE AGENT
AN ADMINISTRATIVE QUESTIONNAIRE IN SUCH FORM AS SUPPLIED FROM TIME TO TIME BY
THE ADMINISTRATIVE AGENT (AN "ADMINISTRATIVE QUESTIONNAIRE") AND ALL APPLICABLE
TAX FORMS.
UPON ACCEPTANCE AND RECORDING PURSUANT TO SECTION (C), 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
ARTICLE III AND SECTION 11.5, AS WELL AS TO ANY FEES ACCRUED FOR ITS ACCOUNT
PRIOR TO THE EFFECTIVE DATE SPECIFIED IN SUCH ASSIGNMENT AND ACCEPTANCE AND NOT
YET PAID).
THE TERM "RELATED FUNDS" SHALL MEAN WITH RESPECT TO ANY LENDER THAT
IS A FUND OR COMBINED INVESTMENT VEHICLE THAT INVESTS IN BANK LOANS, ANY OTHER
FUND THAT INVESTS IN BANK LOANS AND IS MANAGED OR ADVISED BY THE SAME INVESTMENT
ADVISOR AS SUCH LENDER OR BY AN AFFILIATE OF SUCH INVESTMENT ADVISOR.
(B)
BY EXECUTING AND DELIVERING AN ASSIGNMENT
AND ACCEPTANCE,