INTEREST RATES) OR REDUCE THE
PRINCIPAL AMOUNT THEREOF, OR INCREASE THE AMOUNT OF THE PARTICIPANT'S
PARTICIPATION OVER THE AMOUNT THEREOF THEN IN EFFECT (IT BEING UNDERSTOOD THAT
WAIVERS OR MODIFICATIONS OF CONDITIONS PRECEDENT, COVENANTS, REPRESENTATIONS,
WARRANTIES, EVENTS OF DEFAULT OR UNMATURED EVENTS OF DEFAULT OR OF A MANDATORY
REDUCTION IN COMMITMENTS SHALL NOT CONSTITUTE A CHANGE IN THE TERMS OF SUCH
PARTICIPATION, AND THAT AN INCREASE IN ANY COMMITMENT OR LOAN SHALL BE PERMITTED
WITHOUT THE CONSENT OF ANY PARTICIPANT IF THE PARTICIPANT'S PARTICIPATION IS NOT
INCREASED AS A RESULT THEREOF), (II) CONSENT TO THE ASSIGNMENT OR TRANSFER BY
THE BORROWER OF ANY OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT OR (III)
RELEASE ALL OR SUBSTANTIALLY ALL OF THE COLLATERAL UNDER ALL OF THE SECURITY
DOCUMENTS (EXCEPT AS EXPRESSLY PROVIDED IN THE LOAN DOCUMENTS) SUPPORTING THE
LOANS AND/OR LETTERS OF CREDIT HEREUNDER IN WHICH SUCH PARTICIPANT IS
PARTICIPATING.
(C)
ANY LENDER MAY AT ANY TIME ASSIGN TO ONE OR MORE ELIGIBLE
ASSIGNEES, INCLUDING AN AFFILIATE THEREOF (EACH AN "ASSIGNEE"), ALL OR ANY PART
OF ITS CREDIT EXPOSURE PURSUANT TO AN ASSIGNMENT AND ASSUMPTION AGREEMENT,
PROVIDED THAT ANY ASSIGNMENT OF ALL OR ANY PORTION OF ANY LENDER'S CREDIT
EXPOSURE TO AN ASSIGNEE OTHER THAN AN AFFILIATE OF SUCH LENDER OR ANOTHER
LENDER, OR IN THE CASE OF A LENDER THAT IS A FUND, ANY RELATED FUND OF ANY
LENDER (I) SHALL BE AN ASSIGNMENT OF ITS CREDIT EXPOSURE IN AN AMOUNT NOT LESS
THAN THE DOLLAR EQUIVALENT OF $1,000,000 (TREATING ANY FUND AND ITS RELATED
FUNDS AS A SINGLE ELIGIBLE ASSIGNEE) (OR IF LESS THE ENTIRE AMOUNT OF LENDER'S
CREDIT EXPOSURE WITH RESPECT TO SUCH FACILITY, PROVIDED, THAT, IF SUCH LENDER
AND ITS AFFILIATES (OR IN THE CASE OF A FUND AND ITS RELATED FUNDS) COLLECTIVELY
HOLD CREDIT EXPOSURE AT LEAST EQUAL TO SUCH MINIMUM AMOUNTS, ANY ONE OR MORE OF
SUCH AFFILIATES AND/OR RELATED FUNDS MUST SIMULTANEOUSLY ASSIGN CREDIT EXPOSURE
SUCH THAT THE AGGREGATE CREDIT EXPOSURE ASSIGNED SATISFIES SUCH MINIMUM AMOUNT)
AND (II) SHALL REQUIRE THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT
(NOT TO BE UNREASONABLY WITHHELD) AND, OTHER THAN WITH RESPECT TO ASSIGNMENTS BY
THE JOINT LEAD ARRANGERS, AND THEIR AFFILIATES DURING THE PRIMARY SYNDICATION OF
THIS AGREEMENT, PROVIDED NO EVENT OF DEFAULT THEN EXISTS AND IS CONTINUING, THE
BORROWER (THE CONSENT OF THE BORROWER NOT TO BE UNREASONABLY WITHHELD OR
DELAYED), AND; PROVIDED, FURTHER, THAT NOTWITHSTANDING THE FOREGOING
LIMITATIONS, ANY LENDER MAY AT ANY TIME ASSIGN ALL OR ANY PART OF ITS CREDIT
EXPOSURE TO ANY AFFILIATE OF SUCH LENDER OR TO ANY OTHER LENDER (OR IN THE CASE
OF A LENDER WHICH IS A FUND, TO ANY RELATED FUND OF SUCH LENDER).
UPON
EXECUTION OF AN ASSIGNMENT AND ASSUMPTION AGREEMENT AND THE PAYMENT OF A
NONREFUNDABLE ASSIGNMENT FEE OF $3,500 (PROVIDED THAT NO SUCH FEE SHALL BE
PAYABLE UPON ASSIGNMENTS BY ANY LENDER WHICH IS A FUND TO ONE OR MORE RELATED
FUNDS AND ONLY ONE SUCH FEE SHALL BE PAYABLE FOR CONTEMPORANEOUS ASSIGNMENTS BY