SHALL BE REQUIRED FOR ANY ASSIGNMENT THAT
INCREASES THE OBLIGATION OF THE ASSIGNEE TO PARTICIPATE IN EXPOSURE UNDER ONE OR
MORE LETTERS OF CREDIT (WHETHER OR NOT THEN OUTSTANDING); AND
(D)
THE CONSENT OF THE SWING LINE LENDER (SUCH CONSENT NOT TO BE
UNREASONABLY WITHHELD OR DELAYED) SHALL BE REQUIRED FOR ANY ASSIGNMENT.
(IV)
ASSIGNMENT AND ASSUMPTION.
THE PARTIES TO EACH ASSIGNMENT
SHALL EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT AN ASSIGNMENT AND
ASSUMPTION, TOGETHER WITH A PROCESSING AND RECORDATION FEE IN THE AMOUNT OF
$3,500; PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT MAY, IN ITS SOLE
DISCRETION, ELECT TO WAIVE SUCH PROCESSING AND RECORDATION FEE IN THE CASE OF
ANY ASSIGNMENT.
THE ASSIGNEE, IF IT IS NOT A LENDER, SHALL DELIVER TO THE
ADMINISTRATIVE AGENT AN ADMINISTRATIVE QUESTIONNAIRE (AND THE ADMINISTRATIVE
AGENT SHALL PROMPTLY DELIVER A COPY THEREOF TO THE COMPANY).
(V)
NO ASSIGNMENT TO CERTAIN PERSONS.
NO SUCH ASSIGNMENT SHALL
BE MADE (A) TO ANY BORROWER OR ANY OF THE BORROWERS' SUBSIDIARIES, (B) TO ANY
DEFAULTING LENDER OR ANY OF ITS SUBSIDIARIES, OR ANY PERSON WHO, UPON BECOMING A
LENDER HEREUNDER, WOULD CONSTITUTE ANY OF THE FOREGOING PERSONS DESCRIBED IN
THIS CLAUSE (B), OR (C) TO A NATURAL PERSON (OR A HOLDING COMPANY, INVESTMENT
VEHICLE OR TRUST FOR, OR OWNED AND OPERATED FOR THE PRIMARY BENEFIT OF A NATURAL
PERSON).
(VI)
NOTES.
THE ASSIGNING LENDER SHALL DELIVER ALL NOTES
EVIDENCING THE ASSIGNED INTERESTS TO THE COMPANY OR THE ADMINISTRATIVE AGENT
(AND THE ADMINISTRATIVE AGENT SHALL DELIVER SUCH NOTES TO THE COMPANY).
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ActiveUS 170689984v.4
(VII)
QUALIFYING BANKS.
IN RELATION TO ANY BORROWER THAT IS
ORGANIZED UNDER THE LAW OF SWITZERLAND, THE ADMINISTRATIVE AGENT AND THE LENDERS
SHALL ENSURE THAT ASSIGNMENTS OR TRANSFERS MAY NOT BE EFFECTED IF AFTER GIVING
EFFECT TO SUCH ASSIGNMENTS OR TRANSFERS THERE WOULD BE MORE THAN 20 LENDERS
(INCLUDING PARTICIPANTS AND SUBPARTICIPANTS) THAT ARE NOT QUALIFYING BANKS IN
RELATION TO ANY SUCH BORROWER.
(VIII)
NO ASSIGNMENT RESULTING IN ADDITIONAL INDEMNIFIED TAXES.
NO
SUCH ASSIGNMENT SHALL BE MADE TO ANY PERSON THAT WOULD RESULT IN THE IMPOSITION
OF INDEMNIFIED TAXES IN EXCESS OF THE INDEMNIFIED TAXES THAT WOULD BE IMPOSED IN
THE ABSENCE OF SUCH ASSIGNMENT.
(IX)
CERTAIN ADDITIONAL PAYMENTS.
IN CONNECTION WITH ANY
ASSIGNMENT OF RIGHTS AND OBLIGATIONS OF ANY DEFAULTING LENDER HEREUNDER, NO SUCH
ASSIGNMENT SHALL BE EFFECTIVE UNLESS AND UNTIL, IN ADDITION TO THE OTHER
CONDITIONS THERETO SET FORTH HEREIN, THE PARTIES TO THE ASSIGNMENT SHALL MAKE
SUCH ADDITIONAL PAYMENTS TO THE ADMINISTRATIVE AGENT IN AN AGGREGATE AMOUNT
SUFFICIENT, UPON DISTRIBUTION THEREOF AS APPROPRIATE (WHICH MAY BE OUTRIGHT
PAYMENT, PURCHASES BY THE ASSIGNEE OF PARTICIPATIONS OR SUBPARTICIPATIONS, OR
OTHER COMPENSATING ACTIONS, INCLUDING FUNDING, WITH THE CONSENT OF THE COMPANY
AND THE ADMINISTRATIVE AGENT, THE APPLICABLE PRO RATA SHARE OF LOANS PREVIOUSLY
REQUESTED BUT NOT FUNDED BY THE DEFAULTING LENDER, TO EACH OF WHICH THE
APPLICABLE ASSIGNEE AND ASSIGNOR HEREBY IRREVOCABLY CONSENT), TO (X) PAY AND
SATISFY IN FULL ALL PAYMENT LIABILITIES THEN OWED BY SUCH DEFAULTING LENDER TO
THE ADMINISTRATIVE AGENT, ANY