HAVE BEEN DELIVERED TO THE ADMINISTRATIVE AGENT FOR ITS ACCEPTANCE AND RECORDING
IN THE REGISTER IN
58
ACCORDANCE WITH SECTION 11.9(A), NO SUCH AMENDMENT, WAIVER OR MODIFICATION MAY
REDUCE OR POSTPONE ANY PAYMENT OF PRINCIPAL OR INTEREST IN RESPECT OF ANY
COMPETITIVE LOAN ASSIGNED TO SUCH COMPETITIVE LOAN ASSIGNEE WITHOUT THE WRITTEN
CONSENT OF SUCH COMPETITIVE LOAN ASSIGNEE.
(E)
IF A COMPETITIVE LOAN ASSIGNEE HAS CAUSED A COMPETITIVE LOAN
ASSIGNMENT TO BE RECORDED IN THE REGISTER IN ACCORDANCE WITH SECTION 11.9(A),
SUCH COMPETITIVE LOAN ASSIGNEE MAY THEREAFTER, IN THE ORDINARY COURSE OF ITS
BUSINESS AND IN ACCORDANCE WITH APPLICABLE LAW, ASSIGN THE RELEVANT COMPETITIVE
LOANS TO ANY COMPETITIVE LOAN LENDER, TO ANY AFFILIATE OR SUBSIDIARY OF SUCH
COMPETITIVE LOAN ASSIGNEE OR TO ANY OTHER FINANCIAL INSTITUTION THAT HAS TOTAL
ASSETS IN EXCESS OF $1,000,000,000 AND THAT IN THE ORDINARY COURSE OF ITS
BUSINESS EXTENDS CREDIT OF THE SAME TYPE AS THE COMPETITIVE LOANS, AND THE
FOREGOING PROVISIONS OF THIS SECTION 11.7 SHALL APPLY, MUTATIS MUTANDIS, TO ANY
SUCH ASSIGNMENT BY A COMPETITIVE LOAN ASSIGNEE. EXCEPT IN ACCORDANCE WITH THE
PRECEDING SENTENCE, COMPETITIVE LOANS MAY NOT BE FURTHER ASSIGNED BY A
COMPETITIVE LOAN ASSIGNEE, SUBJECT TO ANY LEGAL OR REGULATORY REQUIREMENT THAT
THE COMPETITIVE LOAN ASSIGNEE'S ASSETS MUST REMAIN UNDER ITS CONTROL.
(F)
UPON ITS RECEIPT OF A COMPETITIVE LOAN ASSIGNMENT EXECUTED BY AN
ASSIGNOR COMPETITIVE LOAN LENDER AND A COMPETITIVE LOAN ASSIGNEE, TOGETHER WITH
PAYMENT TO THE ADMINISTRATIVE AGENT OF A REGISTRATION AND PROCESSING FEE OF
$3,500 (WHICH SHALL NOT BE PAYABLE BY ANY BORROWER), THE ADMINISTRATIVE AGENT
PROMPTLY SHALL (I) ACCEPT SUCH COMPETITIVE LOAN ASSIGNMENT, (II) RECORD THE
INFORMATION CONTAINED THEREIN IN THE REGISTER AND (III) GIVE NOTICE OF SUCH
ACCEPTANCE AND RECORDATION TO THE ASSIGNOR COMPETITIVE LOAN LENDER, THE
COMPETITIVE LOAN ASSIGNEE AND THE RELEVANT BORROWER.
11.8
Assignments. (a)
Subject to clause (ii) of the second sentence of
Section 3.1(b), any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time and from time to time assign to any
affiliate of such Lender or, with the consent of IBM and the Administrative
Agent (which consent in each case shall not be unreasonably withheld), to any
other Lender or to an additional bank, financial institution or other entity
(each, a "Purchasing Lender") 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, executed by such Purchasing Lender and such assigning
Lender (and, in the case of a Purchasing Lender that is not an affiliate of the
relevant assigning Lender, by IBM and the Administrative Agent) and delivered to
the Administrative Agent for its acceptance and recording in the Register,
provided, that except in the case of an assignment of all of a Lender's rights
and obligations under this Agreement, the amount of the Revolving Credit
Commitment of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment