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
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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), EXCEPT THAT NO
REVOLVING LENDER MAY ASSIGN ALL OR ANY PART OF ITS CREDIT EXPOSURE RELATING TO
THE REVOLVING FACILITY TO ANY PERSON OTHER THAN ANOTHER REVOLVING LENDER WITHOUT
THE PRIOR WRITTEN CONSENT (IN EACH CASE NOT TO BE UNREASONABLY WITHHELD OR
DELAYED) OF THE ADMINISTRATIVE AGENT, EACH FACING AGENT, THE SWING LINE LENDER
AND, UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, THE BORROWER.
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
A LENDER TO RELATED FUNDS) IN IMMEDIATELY AVAILABLE FUNDS TO THE ADMINISTRATIVE
AGENT AT ITS PAYMENT OFFICE IN CONNECTION WITH EACH SUCH ASSIGNMENT, WRITTEN
NOTICE THEREOF BY SUCH TRANSFEROR LENDER TO THE ADMINISTRATIVE AGENT AND THE
RECORDING BY THE ADMINISTRATIVE AGENT OF SUCH ASSIGNMENT AND THE RESULTING
EFFECT UPON THE LOANS, REVOLVING COMMITMENT OF THE ASSIGNING LENDER AND THE
ASSIGNEE, THE ASSIGNEE SHALL HAVE, TO THE EXTENT OF SUCH ASSIGNMENT, THE SAME
RIGHTS, BENEFITS AND OBLIGATIONS AS IT WOULD HAVE IF IT WERE A LENDER HEREUNDER
AND THE HOLDER OF THE OBLIGATIONS (PROVIDED THAT THE BORROWER AND THE
ADMINISTRATIVE AGENT SHALL BE ENTITLED TO CONTINUE TO DEAL SOLELY AND DIRECTLY
WITH THE ASSIGNOR LENDER IN CONNECTION WITH THE INTERESTS SO ASSIGNED TO THE
ASSIGNEE UNTIL WRITTEN NOTICE OF SUCH ASSIGNMENT, TOGETHER WITH