...provided, that (1) on the next Succeeding Payment Date, the 
non-transferring party will not be required to gross up its payments to the 
proposed transferee or receive payments from the proposed transferee net of 
withholding or deduction that would not otherwise be required hereunder or 
under applicable law in the absence of such proposed transfer and (2) such 
transfer will not give rise to a Termination Event or an Event of Default.