AMOUNT AS MAY BE AGREED TO BY THE BORROWER AND THE AGENT)
(EXCEPT IN THE CASE OF AN ASSIGNMENT WHICH WILL RESULT IN A GROUP OF BANKS WHICH
ARE MANAGED BY THE SAME BANK PARTY HOLDING A REVOLVING CREDIT LOAN COMMITMENT OR
TERM LOAN COMMITMENT (AS THE CASE MAY BE) OF NOT LESS THAN $1,000,000), OF ITS
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS,
AND SUCH ASSIGNEE SHALL ASSUME SUCH RIGHTS AND OBLIGATIONS, PURSUANT TO AN
ASSIGNMENT AND ASSUMPTION IN SUBSTANTIALLY THE FORM OF EXHIBIT C-1 OR
EXHIBIT C-2 HERETO, AS THE CASE MAY BE, EXECUTED BY SUCH ASSIGNEE AND SUCH
TRANSFEROR BANK PARTY, WITH (AND SUBJECT TO) THE SUBSCRIBED CONSENT OF THE
AGENT, THE BORROWER (WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED BUT
WHICH SHALL NOT BE REQUIRED IF (1) AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND
IS CONTINUING, (2) IN THE CASE OF ASSIGNMENTS WITH RESPECT TO ANY TERM LOAN
FACILITY, (3) IN THE CASE OF ASSIGNMENTS BY A BANK PARTY TO A RELATED FUND OF
SUCH BANK PARTY AND (4) IN THE CASE OF ASSIGNMENTS WITH RESPECT TO THE REVOLVING
CREDIT LOAN FACILITY, IF THE PROPOSED ASSIGNEE HAS A SENIOR UNSECURED DEBT
RATING OF "BBB" OR HIGHER BY STANDARD & POOR'S RATING SERVICES OR "BAA2" OR
HIGHER BY MOODY'S INVESTOR SERVICE, INC.), AND, IN THE CASE OF ASSIGNMENTS WITH
RESPECT TO THE REVOLVING CREDIT LOAN FACILITY, EACH REVOLVING FRONTING BANK
(SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED); PROVIDED THAT IF AN
ASSIGNEE IS AN AFFILIATE OF SUCH TRANSFEROR BANK PARTY, NO SUCH CONSENTS SHALL
BE REQUIRED; AND PROVIDED, FURTHER THAT UNDER NO CIRCUMSTANCES MAY THE BORROWER
OR ANY OF ITS AFFILIATES BE AN "ASSIGNEE" HEREUNDER.
UPON EXECUTION AND
DELIVERY OF SUCH INSTRUMENT AND PAYMENT BY SUCH ASSIGNEE TO SUCH TRANSFEROR BANK
PARTY OF AN AMOUNT EQUAL TO THE PURCHASE PRICE AGREED BETWEEN SUCH TRANSFEROR
BANK PARTY AND SUCH ASSIGNEE, SUCH ASSIGNEE SHALL BE A BANK PARTY PARTY TO THIS
AGREEMENT AND SHALL HAVE ALL THE RIGHTS AND OBLIGATIONS OF A BANK PARTY AS SET
FORTH IN SUCH INSTRUMENT OF ASSUMPTION, AND THE TRANSFEROR BANK PARTY SHALL BE
RELEASED FROM ITS OBLIGATIONS HEREUNDER TO A CORRESPONDING EXTENT, AND NO
FURTHER CONSENT OR ACTION BY ANY PARTY SHALL BE REQUIRED.
UPON THE CONSUMMATION
OF ANY ASSIGNMENT PURSUANT TO THIS SUBSECTION (C), THE TRANSFEROR BANK PARTY,
THE AGENT AND THE BORROWER SHALL MAKE APPROPRIATE ARRANGEMENTS SO THAT, IF
REQUIRED, NEW NOTES ARE ISSUED TO THE ASSIGNEE.
IN CONNECTION WITH ANY SUCH
ASSIGNMENT, THE TRANSFEROR BANK PARTY OR ASSIGNEE SHALL PAY TO THE AGENT AN
ADMINISTRATIVE FEE FOR PROCESSING SUCH ASSIGNMENT IN THE AMOUNT OF $3,500.
IF
THE ASSIGNEE IS NOT INCORPORATED UNDER THE LAWS OF THE UNITED STATES OF AMERICA
OR
AES Fourth Amended and Restated Credit Agreement
113
A STATE THEREOF, IT SHALL DELIVER TO THE BORROWER AND THE AGENT CERTIFICATION AS
TO EXEMPTION FROM, OR REDUCTION IN, DEDUCTION OR WITHHOLDING OF ANY UNITED
STATES FEDERAL INCOME TAXES AS REQUIRED