AS
IF SUCH PARTICIPANT WERE A LENDER; PROVIDED THAT, IN THE CASE OF SECTION 2.20,
SUCH PARTICIPANT SHALL HAVE COMPLIED WITH THE REQUIREMENTS OF SECTION 2.20(E);
AND PROVIDED, 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 (I) AN ARRANGER AND ITS AFFILIATES, (II) ANY LENDER OR ANY
LENDER AFFILIATE OR AFFILIATED FUND OF THE ASSIGNING LENDER OR ANOTHER LENDER
THEREOF (IN THE CASE OF (I) AND (II), EACH, AN "ELIGIBLE ASSIGNEE"), OR (III)
WITH THE CONSENT OF (X) THE ADMINISTRATIVE AGENT, (Y) IN THE CASE OF AN
ASSIGNMENT OF ALL OR ANY PORTION OF A REVOLVING CREDIT COMMITMENT OR A REVOLVING
CREDIT LOAN, EACH ISSUING LENDER, AND (Z) IF NO EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING, 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, SUBSTANTIALLY IN THE FORM OF
EXHIBIT D (AN "ASSIGNMENT AND ACCEPTANCE"), EXECUTED BY SUCH ASSIGNEE AND SUCH
ASSIGNOR (AND, WHERE THE CONSENT OF THE BORROWER, EACH ISSUING LENDER OR THE
ADMINISTRATIVE AGENT IS REQUIRED PURSUANT TO THE FOREGOING PROVISIONS, BY THE
BORROWER AND SUCH OTHER PERSONS) AND DELIVERED TO THE ADMINISTRATIVE AGENT FOR
ITS ACCEPTANCE AND RECORDING IN THE REGISTER TOGETHER WITH A PROCESSING AND
RECORDATION FEE OF $3,500; PROVIDED THAT NO SUCH ASSIGNMENT TO AN ASSIGNEE
(OTHER THAN ANY LENDER OR ANY LENDER AFFILIATE THEREOF OR AFFILIATED FUND OF ANY
LENDER) SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $1,000,000 (WITH
RESPECT TO TERM LOANS AND TERM LOAN COMMITMENTS AND $2,500,000 WITH RESPECT TO
ALL OTHER LOANS AND COMMITMENTS (OTHER THAN, IN EACH CASE, IN THE CASE OF AN
ASSIGNMENT OF ALL OF A LENDER'S INTERESTS UNDER THIS AGREEMENT), UNLESS
OTHERWISE AGREED BY THE BORROWER AND THE ADMINISTRATIVE AGENT.
ANY SUCH
ASSIGNMENT NEED NOT BE RATABLE AS AMONG THE FACILITIES.
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 COMMITMENTS AND/OR
LOANS 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,