OF THE FEDERAL RESERVE SYSTEM, AND (II)
ASSIGN ALL OR ANY PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT
(INCLUDING, WITHOUT LIMITATION, ALL OR A PORTION OF ITS COMMITMENT, THE
COMMITTED ADVANCES OWING TO IT AND THE COMMITTED NOTE HELD BY IT, IF ANY) TO AN
AFFILIATE OF SUCH LENDER UNLESS THE RESULT OF SUCH AN ASSIGNMENT WOULD BE TO
INCREASE THE COST TO ANY BORROWERS OF REQUESTING, BORROWING, CONTINUING,
MAINTAINING, PAYING OR CONVERTING ANY ADVANCES.
(D)
AGENT'S REGISTER.
THE AGENT SHALL MAINTAIN
AT ITS ADDRESS REFERRED TO IN SECTION 8.2 A COPY OF EACH ASSIGNMENT DELIVERED TO
AND ACCEPTED BY IT AND A REGISTER FOR THE RECORDATION OF THE NAMES AND ADDRESSES
OF THE LENDERS AND THE COMMITMENT OF, AND PRINCIPAL AMOUNT OF THE COMMITTED
ADVANCES OF EACH BORROWER OWING TO, EACH LENDER FROM TIME TO TIME (THE
"REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE AND BINDING FOR
ALL PURPOSES, ABSENT MANIFEST ERROR, AND THE BORROWERS, THE AGENT AND THE
LENDERS MAY TREAT EACH ENTITY WHOSE NAME IS RECORDED IN THE REGISTER AS A LENDER
HEREUNDER FOR ALL PURPOSES OF THIS AGREEMENT.
THE REGISTER SHALL BE AVAILABLE
FOR INSPECTION BY THE BORROWERS OR ANY LENDER AT ANY REASONABLE TIME AND FROM
TIME TO TIME UPON REASONABLE PRIOR NOTICE.
UPON RECEIPT BY THE AGENT FROM THE
ASSIGNING LENDER OF AN ASSIGNMENT IN FORM AND SUBSTANCE SATISFACTORY TO THE
AGENT EXECUTED BY AN ASSIGNING LENDER AND AN ASSIGNEE REPRESENTING THAT IT IS AN
ELIGIBLE ASSIGNEE, TOGETHER WITH EVIDENCE OF EACH COMMITTED ADVANCE SUBJECT TO
SUCH ASSIGNMENT, AND A PROCESSING AND RECORDING FEE OF $3,500 (PAYABLE BY EITHER
THE ASSIGNOR OR THE ASSIGNEE), THE AGENT SHALL, IF SUCH ASSIGNMENT IS A REQUIRED
ASSIGNMENT OR HAS BEEN CONSENTED TO BY TBC TO THE EXTENT REQUIRED BY
SECTION 2.20(A) OR HAS BEEN EFFECTED PURSUANT TO SECTION 2.21(C), (I) ACCEPT
SUCH ASSIGNMENT, (II) RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER,
AND (III) GIVE PROMPT NOTICE THEREOF TO TBC.
(E)
LENDER SALE OF PARTICIPATIONS.
EACH LENDER
MAY SELL PARTICIPATIONS IN ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ALL OR A PORTION OF ITS
COMMITMENT, THE ADVANCES OWING TO IT AND THE NOTES HELD BY IT, IF ANY) TO ONE OR
MORE AFFILIATES OF SUCH LENDER OR TO ONE OR MORE OTHER COMMERCIAL BANKS;
PROVIDED, HOWEVER, THAT
(I)
ANY SUCH PARTICIPATION SHALL NOT REQUIRE
ANY BORROWERS TO FILE A REGISTRATION STATEMENT WITH THE SECURITIES AND EXCHANGE
COMMISSION OR APPLY TO QUALIFY ANY INTERESTS IN THE ADVANCES OR ANY NOTES UNDER
THE BLUE SKY LAWS OF ANY STATE AND THE LENDER SELLING OR
27
GRANTING SUCH PARTICIPATION SHALL OTHERWISE COMPLY WITH ALL FEDERAL AND STATE
SECURITIES LAWS APPLICABLE TO SUCH TRANSACTION,
(II)
NO PURCHASER OF SUCH A PARTICIPATION SHALL
BE CONSIDERED TO BE A "LENDER" FOR ANY PURPOSE UNDER THE AGREEMENT,
(III)
SUCH LENDER'S OBLIGATIONS UNDER THIS
AGREEMENT (INCLUDING, WITHOUT LIMITATION, ITS COMMITMENT TO THE BORROWERS) SHALL
REMAIN UNCHANGED,
(IV)
SUCH LENDER SHALL REMAIN SOLELY