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<br /> ASSIGNMENT: Lender reserves the right — without the consent of (but with
<br /> notice to) the Borrower — to assign, sell or otherwise transfer
<br /> the IFC (or interests therein) to a trust, partnership, custodial
<br /> arrangement or similar entity, interests in which are offered and
<br /> sold to an Eligible Assignee; provided, however, any such
<br /> assignment, sale or other transfer shall not cause the Borrower
<br /> to be required to provide any disclosure information relating to
<br /> the sale of such bond or interests therein or to agree to provide
<br /> information required by SEC Rule 15c2-12. "Eligible Assignee"
<br /> means any of(a) a commercial bank organized under the laws of
<br /> the United States or any state thereof and having (x) total assets
<br /> in excess of $2,000,000,000 and (y) a combined capital and
<br /> surplus of at least$200,000,000; (b) a branch or agency licensed
<br /> under the laws of the United States or any state thereof of a
<br /> commercial bank organized under the laws of any country that is
<br /> a member of the Organization for Economic Cooperation and
<br /> Development, or a political subdivision of any such country, and
<br /> having (x) total assets in excess of $2,000,000,000 and (y) a
<br /> combined capital and surplus of at least $200,000,000; (c) a life
<br /> insurance company organized under the Laws of any state of the
<br /> United States and having admitted assets of at least
<br /> $2,000,000,000; (d) a nationally recognized investment banking
<br /> company or other financial institution in the business of making
<br /> loans, or an Affiliate thereof organized under the Laws of any
<br /> state of the United States, and licensed or qualified to conduct
<br /> such business under the Laws of any such state and having (1)
<br /> total assets of at least$2,000,0000,000 and (2) a net worth of at
<br /> least $200,000,000; (e) any Lender, or (f) an Affiliate of any
<br /> Lender; provided, however, that none of the foregoing entities
<br /> shall be or be deemed to be an Eligible Assignee if such entity's
<br /> primary business is the investment in distressed debt or
<br /> securities; and provided, further, however, that (x) no Lender
<br /> that is or at any time was a Defaulting Lender, nor any Affiliate of
<br /> such Defaulting Lender, nor a Person who, upon becoming a
<br /> Lender hereunder would constitute a Defaulting Lender, shall be
<br /> an Eligible Assignee, unless consented to in writing by the
<br /> Borrower and the Administrative Agent, and (y) no Loan Party,
<br /> and no Affiliate of a Loan Party, shall qualify as an Eligible
<br /> Assignee.
<br /> IRS CIRCULAR 230 DISCLOSURE: Lender and its affiliates do not provide tax advice. Accordingly,
<br /> any discussion of U.S.tax matters contained herein(including any
<br /> attachments) is not written or intended to be used, and cannot
<br /> be used, in connection with the promotion, marketing or
<br /> recommendation by anyone unaffiliated with Lender of any of
<br /> the matters addressed herein or for the purpose of avoiding U.S.
<br /> tax-related penalties.
<br /> SNB Confidential Fenn Sheet 4 1 p a g e
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