SECTION 2.19 OR (IV) ANY LENDER DEFAULTS IN ITS
OBLIGATION TO FUND LOANS HEREUNDER, THEN THE APPLICABLE BORROWER MAY, AT ITS
SOLE EXPENSE AND EFFORT, UPON NOTICE TO SUCH LENDER AND THE FACILITY AGENT,
REQUIRE SUCH LENDER TO ASSIGN AND DELEGATE, WITHOUT RECOURSE (IN ACCORDANCE WITH
AND SUBJECT TO THE RESTRICTIONS CONTAINED IN SECTION 11.04), ALL ITS
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INTERESTS, RIGHTS AND OBLIGATIONS UNDER THE LOAN DOCUMENTS TO AN ASSIGNEE THAT
SHALL ASSUME SUCH OBLIGATIONS (WHICH ASSIGNEE MAY BE ANOTHER LENDER, IF A LENDER
ACCEPTS SUCH ASSIGNMENT); PROVIDED THAT (X) SUCH BORROWER SHALL HAVE RECEIVED
THE PRIOR WRITTEN CONSENT OF THE FACILITY AGENT (AND, IF A US TRANCHE COMMITMENT
IS BEING ASSIGNED, THE ISSUING BANK), WHICH CONSENT, IN EACH CASE, SHALL NOT BE
UNREASONABLY WITHHELD, (Y) SUCH LENDER SHALL HAVE RECEIVED PAYMENT OF AN AMOUNT
EQUAL TO THE OUTSTANDING PRINCIPAL OF ITS LOANS AND FUNDED PARTICIPATIONS IN LC
DISBURSEMENTS AND SWINGLINE LOANS, ACCRUED INTEREST THEREON, ACCRUED FEES AND
ALL OTHER AMOUNTS PAYABLE TO IT HEREUNDER, FROM THE ASSIGNEE (TO THE EXTENT OF
SUCH OUTSTANDING PRINCIPAL, FUNDED PARTICIPATIONS AND ACCRUED INTEREST AND FEES)
OR SUCH BORROWER (IN THE CASE OF ALL OTHER AMOUNTS) AND (Z) IN THE CASE OF ANY
SUCH ASSIGNMENT RESULTING FROM A CLAIM FOR COMPENSATION UNDER SECTION 2.14 OR
2.19 OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO SECTION 2.16 OR ADDITIONAL
INTEREST REQUIRED PURSUANT TO SECTION 2.19, SUCH ASSIGNMENT WILL RESULT IN A
MATERIAL REDUCTION IN SUCH COMPENSATION OR PAYMENTS.
A LENDER SHALL NOT BE
REQUIRED TO MAKE ANY SUCH ASSIGNMENT AND DELEGATION IF, PRIOR THERETO, AS A
RESULT OF A WAIVER BY SUCH LENDER OR OTHERWISE, THE CIRCUMSTANCES ENTITLING THE
APPLICABLE BORROWER TO REQUIRE SUCH ASSIGNMENT AND DELEGATION CEASE TO APPLY.
SECTION 2.19. FOREIGN SUBSIDIARY COSTS.
(A) IF THE COST TO ANY LENDER OF MAKING
OR MAINTAINING ANY LOAN TO ICE IS INCREASED (OR THE AMOUNT OF ANY SUM RECEIVED
OR RECEIVABLE BY ANY LENDER (OR ITS APPLICABLE LENDING OFFICE) IS REDUCED) BY AN
AMOUNT DEEMED IN GOOD FAITH BY SUCH LENDER TO BE MATERIAL, BY REASON OF THE FACT
THAT ICE IS INCORPORATED IN, OR CONDUCTS BUSINESS IN, A JURISDICTION OUTSIDE THE
UNITED STATES OF AMERICA, ICE SHALL INDEMNIFY SUCH LENDER FOR SUCH INCREASED
COST OR REDUCTION WITHIN 15 DAYS AFTER DEMAND BY SUCH LENDER (WITH A COPY TO THE
FACILITY AGENT).
A CERTIFICATE OF SUCH LENDER CLAIMING COMPENSATION UNDER THIS
PARAGRAPH AND SETTING FORTH THE ADDITIONAL AMOUNT OR AMOUNTS TO BE PAID TO IT
HEREUNDER (AND THE BASIS FOR THE CALCULATION OF SUCH AMOUNT OR AMOUNTS) SHALL BE
CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR.
(B)
EACH LENDER WILL PROMPTLY NOTIFY THE COMPANY AND THE FACILITY AGENT OF ANY
EVENT OF WHICH IT HAS KNOWLEDGE THAT WILL ENTITLE SUCH LENDER TO ADDITIONAL
INTEREST OR PAYMENTS PURSUANT TO PARAGRAPH (A) ABOVE, BUT IN ANY EVENT WITHIN 45
DAYS AFTER SUCH LENDER OBTAINS ACTUAL KNOWLEDGE THEREOF; PROVIDED THAT (I) IF
ANY LENDER FAILS TO GIVE SUCH NOTICE WITHIN 45 DAYS AFTER IT OBTAINS ACTUAL
KNOWLEDGE OF