DUAL CURRENCY REVOLVING CREDIT FACILITY), THE
CANADIAN AGENT (IN THE CASE OF AN ASSIGNMENT WITH RESPECT TO A CANADIAN BORROWER
FACILITY), EACH RELEVANT ISSUING LENDER UNDER A REVOLVING CREDIT FACILITY (IN
THE CASE OF ANY ASSIGNMENT OF REVOLVING CREDIT COMMITMENTS UNDER SUCH REVOLVING
CREDIT FACILITY) AND THE SWING LINE LENDER (IN THE CASE OF AN ASSIGNMENT OF US
DOLLAR RCF COMMITMENTS), WHICH, IN EACH CASE,
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SHALL NOT BE UNREASONABLY WITHHELD, DELAYED OR CONDITIONED (PROVIDED NO SUCH
CONSENT OF THE US BORROWER SHALL BE REQUIRED PRIOR TO THE SYNDICATION DATE OR AT
ANY DURING THE EXISTENCE OF AN EVENT OF DEFAULT), TO AN ADDITIONAL BANK,
FINANCIAL INSTITUTION OR OTHER ENTITY (EACH SUCH PERSON REFERRED TO IN PRECEDING
CLAUSES (I) AND (II), 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 E-1 (IN THE CASE OF AN ASSIGNMENT WITH
RESPECT TO A US DOLLAR-DENOMINATED FACILITY) (A "GENERAL ASSIGNMENT AND
ACCEPTANCE") OR EXHIBIT E-2 (IN THE CASE OF AN ASSIGNMENT WITH RESPECT TO AN
ALTERNATE CURRENCY FACILITY) (A "ALTERNATE CURRENCY FACILITIES ASSIGNMENT AND
ACCEPTANCE"), EXECUTED BY SUCH ASSIGNEE AND SUCH ASSIGNOR (AND, WHERE THE
CONSENT OF EITHER BORROWER, ANY AGENT, ANY ISSUING LENDER OR THE SWING LINE
LENDER, AS APPLICABLE, IS REQUIRED PURSUANT TO THE FOREGOING PROVISIONS, BY THE
RELEVANT BORROWER AND SUCH OTHER PERSONS) AND DELIVERED TO THE RELEVANT FACILITY
AGENT FOR ITS ACCEPTANCE AND RECORDING IN THE US DOLLAR-DENOMINATED FACILITIES
REGISTER OR THE ALTERNATE CURRENCY FACILITIES REGISTER, AS APPLICABLE; PROVIDED
THAT NO SUCH ASSIGNMENT TO AN ASSIGNEE (OTHER THAN ANY LENDER OR ANY AFFILIATE
THEREOF) SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $1,000,000
(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 RELEVANT
BORROWER AND EACH FACILITY AGENT WITH RESPECT TO SUCH FACILITY; AND PROVIDED
FURTHER THAT NO ASSIGNEE SHALL BE ENTITLED TO RECEIVE ANY GREATER AMOUNT
PURSUANT TO SECTION 2.20 THAN THE ASSIGNOR WOULD HAVE BEEN ENTITLED TO RECEIVE
IN RESPECT OF THE RIGHTS AND OBLIGATIONS ASSIGNED BY THE ASSIGNOR TO THE
ASSIGNEE HAD NO SUCH ASSIGNMENT OCCURRED. 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 THEREIN, 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 THEREIN, 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 SECTION
2.19, 2.20, 2.21, 9.12 AND 10.5 IN RESPECT OF THE PERIOD PRIOR TO SUCH EFFECTIVE
DATE). NOTWITHSTANDING ANY PROVISION