APPLY TO QUALIFY THE INTERESTS IN THE COMMITTED ADVANCES UNDER THE
BLUE SKY LAWS OF ANY STATE AND THE ASSIGNING LENDER SHALL OTHERWISE COMPLY WITH
ALL FEDERAL AND STATE SECURITIES LAWS APPLICABLE TO SUCH ASSIGNMENT;
(IV)
UNLESS TBC CONSENTS, THE AMOUNT OF THE
COMMITMENT OF THE ASSIGNING LENDER BEING ASSIGNED PURSUANT TO ANY SUCH
ASSIGNMENT (DETERMINED AS OF THE DATE OF THE ASSIGNMENT)
31
SHALL EITHER (A) EQUAL 50% OF ALL SUCH RIGHTS AND OBLIGATIONS (OR 100% IN THE
CASE OF A REQUIRED ASSIGNMENT) OR (B) NOT BE LESS THAN $10,000,000 OR AN
INTEGRAL MULTIPLE OF $1,000,000 IN EXCESS THEREOF;
(V)
UNLESS TBC CONSENTS, THE AGGREGATE AMOUNT OF
THE COMMITMENT ASSIGNED PURSUANT TO ALL SUCH ASSIGNMENTS OF SUCH LENDER (AFTER
GIVING EFFECT TO SUCH ASSIGNMENT) SHALL IN NO EVENT EXCEED 50% (EXCEPT IN THE
CASE OF A REQUIRED ASSIGNMENT) OF ALL SUCH LENDER'S COMMITMENT (AS SET FORTH IN
SCHEDULE I, IN THE CASE OF EACH LENDER THAT IS A PARTY HERETO AS OF NOVEMBER 21,
2003, OR AS SET FORTH IN THE REGISTER AS THE AGGREGATE COMMITMENT ASSIGNED TO
SUCH LENDER PURSUANT TO ONE OR MORE ASSIGNMENTS, IN THE CASE OF ANY ASSIGNEE);
AND
(VI)
NO LENDER SHALL BE OBLIGATED TO MAKE A
REQUIRED ASSIGNMENT UNLESS SUCH LENDER HAS RECEIVED PAYMENTS IN AN AGGREGATE
AMOUNT AT LEAST EQUAL TO THE OUTSTANDING PRINCIPAL AMOUNT OF ALL COMMITTED
ADVANCES BEING ASSIGNED, TOGETHER WITH ACCRUED INTEREST THEREON TO THE DATE OF
PAYMENT OF SUCH PRINCIPAL AMOUNT AND ALL OTHER AMOUNTS PAYABLE TO SUCH LENDER
UNDER THIS AGREEMENT (INCLUDING WITHOUT LIMITATION SECTION 2.13(B), PROVIDED
THAT SUCH LENDER SHALL RECEIVE ITS PRO RATA SHARE OF THE FACILITY FEE ON THE
NEXT DATE ON WHICH THE FACILITY FEE IS PAYABLE).
(B)
EFFECT OF LENDER ASSIGNMENT.
FROM AND AFTER
THE EFFECTIVE DATE OF ANY ASSIGNMENT PURSUANT TO SECTION 2.21(A), (I) THE
ASSIGNEE THEREUNDER SHALL BE A PARTY HERETO AND, TO THE EXTENT THAT RIGHTS AND
OBLIGATIONS HEREUNDER HAVE BEEN ASSIGNED TO IT PURSUANT TO SUCH ASSIGNMENT, IT
SHALL HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER HEREUNDER AND (II) THE LENDER
ASSIGNOR THEREUNDER SHALL, TO THE EXTENT THAT RIGHTS AND OBLIGATIONS HEREUNDER
HAVE BEEN ASSIGNED BY IT PURSUANT TO SUCH ASSIGNMENT, RELINQUISH ITS RIGHTS
(OTHER THAN ITS RIGHTS UNDER SECTION 2.14, 2.15, 2.20 OR 8.3 TO THE EXTENT ANY
CLAIM THEREUNDER RELATES TO AN EVENT ARISING PRIOR TO SUCH ASSIGNMENT) AND BE
RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENT (AND, IN THE CASE OF AN
ASSIGNMENT COVERING ALL OR THE REMAINING PORTION OF AN ASSIGNING LENDER'S RIGHTS
AND OBLIGATIONS UNDER THIS AGREEMENT, SUCH LENDER SHALL CEASE TO BE A PARTY
HERETO).
(C)
SECURITY INTEREST; ASSIGNMENT TO LENDER
AFFILIATE.
NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, ANY LENDER
MAY, UPON PRIOR OR CONTEMPORANEOUS NOTICE TO TBC AND THE AGENT, AT ANY TIME (I)
CREATE A SECURITY INTEREST IN ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS
AGREEMENT (INCLUDING WITHOUT LIMITATION, THE ADVANCES OWING TO IT AND THE NOTES
HELD BY IT, IF ANY) IN FAVOR OF