FURTHER, THAT NO PARTICIPANT
SHALL BE ENTITLED TO RECEIVE ANY GREATER AMOUNT PURSUANT TO ANY SUCH SECTION
THAN THE TRANSFEROR LENDER WOULD HAVE BEEN ENTITLED TO RECEIVE IN RESPECT OF THE
AMOUNT OF THE PARTICIPATION TRANSFERRED BY SUCH TRANSFEROR LENDER TO SUCH
PARTICIPANT HAD NO SUCH TRANSFER OCCURRED.
(C)
ANY LENDER (AN "ASSIGNOR") MAY, IN ACCORDANCE WITH APPLICABLE LAW AND UPON
WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT, AT ANY TIME AND FROM TIME TO TIME
ASSIGN TO ANY LENDER OR ANY AFFILIATE OR APPROVED FUND OR CONTROL INVESTMENT
AFFILIATE THEREOF OR, WITH THE CONSENT OF EACH ISSUING LENDER, THE SWING LINE
LENDER, THE ADMINISTRATIVE AGENT AND THE BORROWER (WHICH, IN EACH CASE, SHALL
NOT BE UNREASONABLY WITHHELD OR DELAYED), TO AN ADDITIONAL BANK, FINANCIAL
INSTITUTION OR OTHER ENTITY (AN "ASSIGNEE") ALL OR ANY PART OF ITS RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT PURSUANT TO AN ASSIGNMENT AND ACCEPTANCE,
EXECUTED BY SUCH ASSIGNEE AND SUCH ASSIGNOR (AND, WHERE THE CONSENT OF THE
BORROWER OR ANY OTHER PERSON IS REQUIRED PURSUANT TO THE FOREGOING PROVISIONS,
BY THE BORROWER AND EACH SUCH OTHER PERSON) AND DELIVERED TO THE ADMINISTRATIVE
AGENT FOR ITS ACCEPTANCE AND RECORDING IN THE REGISTER; PROVIDED THAT NO SUCH
CONSENT OF THE ISSUING LENDER OR THE SWING LINE LENDER NEED BE OBTAINED WITH
RESPECT TO ANY ASSIGNMENT OF THE TRANCHE C TERM LOANS; PROVIDED THAT NO SUCH
ASSIGNMENT TO AN
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ASSIGNEE (OTHER THAN ANY LENDER OR ANY AFFILIATE OR APPROVED FUND THEREOF) SHALL
BE IN AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $3,000,000 WITH RESPECT TO
REVOLVING CREDIT LOANS AND $1,000,000 WITH RESPECT TO TRANCHE C TERM LOANS
(OTHER THAN IN THE CASE OF AN ASSIGNMENT OF ALL OF A LENDER'S INTERESTS UNDER
THIS AGREEMENT), UNLESS (I) OTHERWISE AGREED BY THE BORROWER AND THE
ADMINISTRATIVE AGENT OR (II) SUCH ASSIGNMENT IS ONE OF TWO OR MORE ASSIGNMENTS
BEING MADE SIMULTANEOUSLY BY OR TO AFFILIATED ASSIGNEES OR APPROVED FUNDS, THE
SUM OF THE AGGREGATE PRINCIPAL AMOUNTS OF WHICH IS AT LEAST $3,000,000 WITH
RESPECT TO REVOLVING CREDIT LOANS AND $1,000,000 WITH RESPECT TO TRANCHE C TERM
LOANS.
UPON SUCH EXECUTION, DELIVERY, ACCEPTANCE AND RECORDING, FROM AND AFTER
THE EFFECTIVE DATE DETERMINED PURSUANT TO SUCH ASSIGNMENT AND ACCEPTANCE, (X)
THE ASSIGNEE THEREUNDER SHALL BE A PARTY HERETO AND, TO THE EXTENT PROVIDED IN
SUCH ASSIGNMENT AND ACCEPTANCE, HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER
HEREUNDER WITH A REVOLVING CREDIT COMMITMENT AND/OR LOANS AND OTHER INTERESTS AS
SET FORTH THEREIN, AND (Y) THE ASSIGNOR THEREUNDER SHALL, TO THE EXTENT PROVIDED
IN SUCH ASSIGNMENT AND ACCEPTANCE, BE RELEASED FROM ITS OBLIGATIONS UNDER THIS
AGREEMENT (AND, IN THE CASE OF AN ASSIGNMENT AND ACCEPTANCE COVERING ALL OF AN
ASSIGNOR'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, SUCH ASSIGNOR SHALL
CEASE TO BE A PARTY HERETO EXCEPT AS TO SECTIONS 2.17, 2.18, 2.20 AND 9.5 IN
RESPECT OF THE PERIOD PRIOR TO SUCH EFFECTIVE DATE).
NOTWITHSTANDING ANY
PROVISION OF THIS SECTION, THE CONSENT OF THE BORROWER SHALL NOT BE REQUIRED FOR
ANY ASSIGNMENT THAT