UNLESS OTHERWISE EXPRESSLY INDICATED, INCLUDE LENDER IN ITS INDIVIDUAL
CAPACITY. LENDER AND THE OTHER CO-LENDERS AND THEIR RESPECTIVE AFFILIATES
MAY ACCEPT DEPOSITS FROM, LEND MONEY TO, ACT AS TRUSTEE UNDER INDENTURES OF, AND
GENERALLY ENGAGE IN ANY KIND OF BUSINESS WITH, BORROWER, OR ANY AFFILIATE OF
BORROWER AND ANY PERSON WHO MAY DO BUSINESS WITH OR OWN SECURITIES OF BORROWER
OR ANY AFFILIATE OF BORROWER, ALL AS IF THEY WERE NOT SERVING IN SUCH CAPACITIES
HEREUNDER AND WITHOUT ANY DUTY TO ACCOUNT THEREFOR TO EACH OTHER.
(G)
IF REQUIRED BY ANY CO-LENDER, BORROWER
HEREBY AGREES TO EXECUTE SUPPLEMENTAL NOTES IN THE PRINCIPAL AMOUNT OF SUCH
CO-LENDER'S PRO RATA SHARE OF THE LOAN IN THE SAME FORM OF THE NOTE (PROVIDED
ANY SUCH SUPPLEMENTAL NOTE OR NOTES DO NOT REPRESENT ANY NEW OR ADDITIONAL
INDEBTEDNESS), AND SUCH SUPPLEMENTAL NOTE SHALL (I) BE PAYABLE TO ORDER OF SUCH
CO-LENDER, (II) BE DATED AS OF THE CLOSING DATE, AND (III) MATURE ON THE
MATURITY DATE. SUCH SUPPLEMENTAL NOTE SHALL PROVIDE THAT IT EVIDENCES A PORTION
OF THE EXISTING INDEBTEDNESS HEREUNDER AND UNDER THE NOTE AND NOT ANY NEW OR
ADDITIONAL INDEBTEDNESS OF BORROWER (IT BEING UNDERSTOOD THAT THE AGGREGATE FACE
AMOUNT AND AGGREGATE PRINCIPAL BALANCE OF SUCH SUPPLEMENTAL NOTES TOGETHER WITH
ANY OTHER NOTE EVIDENCING THE LOAN SHALL NOT EXCEED THE THEN-OUTSTANDING
PRINCIPAL BALANCE OF THE LOAN AT THE TIME OF THE EXECUTION OF SUCH SUPPLEMENTAL
NOTES). SIMULTANEOUSLY WITH THE EXECUTION OF SUCH SUPPLEMENTAL NOTE OR NOTES,
LENDER SHALL RETURN THE ORIGINAL NOTE TO BORROWER. THE TERM "NOTE" AS USED IN
THIS AGREEMENT AND IN ALL THE OTHER LOAN DOCUMENTS SHALL INCLUDE ALL SUCH
SUPPLEMENTAL NOTES.
(H)
LENDER, AS AGENT, SHALL MAINTAIN AT ITS
DOMESTIC LENDING OFFICE OR AT SUCH OTHER LOCATION AS LENDER, AS AGENT, SHALL
DESIGNATE IN WRITING TO EACH CO-LENDER AND BORROWER A COPY OF EACH ASSIGNMENT
AND ASSUMPTION DELIVERED TO AND ACCEPTED BY IT AND A REGISTER FOR THE
RECORDATION OF THE NAMES AND ADDRESSES OF THE CO-LENDERS, THE AMOUNT OF EACH
CO-LENDER'S PROPORTIONATE SHARE OF THE LOAN AND THE NAME AND ADDRESS OF EACH
CO-LENDER'S AGENT FOR SERVICE OF PROCESS (THE "REGISTER"). THE ENTRIES IN THE
REGISTER SHALL BE CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT MANIFEST
ERROR, AND BORROWER, LENDER, AS AGENT, AND THE CO-LENDERS MAY TREAT EACH PERSON
WHOSE NAME IS RECORDED IN THE REGISTER AS A CO-LENDER HEREUNDER FOR ALL PURPOSES
OF THIS AGREEMENT. THE REGISTER SHALL BE AVAILABLE FOR INSPECTION AND COPYING BY
BORROWER OR ANY CO-LENDER DURING NORMAL BUSINESS HOURS UPON REASONABLE PRIOR
NOTICE TO THE AGENT. A CO-LENDER MAY CHANGE ITS ADDRESS AND ITS AGENT FOR
SERVICE OF PROCESS UPON WRITTEN NOTICE TO LENDER, AS AGENT, WHICH NOTICE SHALL
ONLY BE EFFECTIVE UPON ACTUAL RECEIPT BY LENDER, AS AGENT, WHICH RECEIPT WILL BE
ACKNOWLEDGED BY LENDER, AS AGENT, UPON REQUEST.
151
(I)
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, ANY FINANCIAL INSTITUTION OR OTHER ENTITY MAY BE SOLD A PARTICIPATION
INTEREST IN THE LOAN BY LENDER OR ANY CO-LENDER WITHOUT BORROWER'S CONSENT