Conversion to Registered Form. At the request of Lender, Borrower shall appoint, as its agent, a registrar and transfer agent (the “Registrar”) reasonably acceptable to Lender which shall maintain, subject to such reasonable regulations as it shall provide, such books and records as are necessary for the registration and transfer of the Note in a manner that shall cause the Note to be considered to be in registered form for purposes of Section 163(f) of the IRS Code. The option to convert the Note into registered form once exercised may not be revoked. Any agreement setting out the rights and obligation of the Registrar shall be subject to the reasonable approval of Lender. Borrower may revoke the appointment of any particular person as Registrar, effective upon the effectiveness of the appointment of a replacement Registrar. The Registrar shall not be entitled to any fee from Borrower or Lender or any other lender in respect of transfers of the Note and other Loan Documents.
Conversion to Registered Form. At the request and the expense of Lender, Borrower shall appoint, as its agent, a registrar and transfer agent (the “Registrar”) reasonably acceptable to Lender which shall maintain, subject to such reasonable regulations as it shall provide, such books and records as are necessary for the registration and transfer of the Note in a manner that shall cause the Note to be considered to be in registered form for purposes of Section 163(f) of the Code. The option to convert the Note into registered form once exercised may not be revoked. Any agreement setting out the rights and obligation of the Registrar shall be subject to the reasonable approval of Lender. Borrower may revoke the appointment of any particular person as Registrar, effective upon the effectiveness of the appointment of a replacement Registrar. The Registrar shall not be entitled to any fee from Borrower or Lender or any other lender in respect of transfers of the Note and Security Instrument (other than Taxes and governmental charges and fees).
Conversion to Registered Form. At the request of Administrative Agent on behalf of any Lender, Borrower shall appoint, as its agent, a registrar and transfer agent (the “Registrar”) reasonably acceptable to Administrative Agent which shall maintain, subject to such reasonable regulations as it shall provide, such books and records as are necessary for the registration and transfer of the applicable Note in a manner that shall cause the applicable Note to be considered to be in registered form for purposes of Section 163(f) of the IRS Code. The option to convert the applicable Note into registered form once exercised may not be revoked. Any agreement setting out the rights and obligation of the Registrar shall be subject to the reasonable approval of Administrative Agent, for the benefit of such Lender. Borrower may revoke the appointment of any particular person as Registrar, effective upon the effectiveness of the appointment of a replacement Registrar. The Registrar shall not be entitled to any fee from Borrower or Lender or any other lender in respect of transfers of the applicable Note and any other Loan Documents.
Conversion to Registered Form. At the request of Administrative Agent on behalf of any Lender and at no cost, expense or increased liability to Borrower, Borrower shall appoint, as its agent, a registrar and transfer agent (the “Registrar”) reasonably acceptable to Administrative Agent which shall maintain, subject to such reasonable regulations as it shall provide, such books and records as are necessary for the registration and transfer of the applicable Note in a manner that shall cause the applicable Note to be considered to be in registered form for purposes of Section 163(f) of the IRS Code. The option to convert the applicable Note into registered form once exercised may not be revoked. Any agreement setting out the rights and obligation of the Registrar shall be subject to the reasonable approval of Administrative Agent, for the benefit of such Lender. Borrower may revoke the appointment of any particular person as Registrar, effective upon the effectiveness of the appointment of a replacement Registrar. The Registrar shall not be entitled to any fee from Borrower or Lender or any other lender in respect of transfers of the applicable Note and any other Loan Documents.
Conversion to Registered Form. At the request of Xxxxxx, Borrower shall appoint, as its agent, a registrar and transfer agent (the "Registrar") reasonably acceptable to Lender which shall maintain, subject to such reasonable regulations as it shall provide, such books and records as are necessary for the registration and transfer of the Note in a manner that shall cause the Note to be considered to be in registered form for purposes of Section 163(f) of the IRS Code. The option to convert the Note into registered form once exercised may not be revoked. Any agreement setting out the rights and obligation of the Registrar shall be subject to the reasonable approval of Lender. Borrower may revoke the appointment of any particular person as Registrar, effective upon the effectiveness of the appointment of a replacement Registrar. The Registrar shall not be entitled to any fee from Borrower or Lender or any other lender in respect of transfers of the Note and other Loan Documents. LOAN AGREEMENT – Page 110 41458-112/Patuxent Crossing (MD) and Coliseum Marketplace (VA)
Conversion to Registered Form. 4895-2729-0691 144 12312273 (a) Notwithstanding any provision of this Agreement to the contrary, any transfer of Xxxxxx’s interest in any Loan shall only be effective upon prior notice to Agent and Borrower. Xxxxxx and the assignee shall deliver to Agent and Xxxxxxxx an executed Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, shall deliver to the Administrative Agent a properly completed and duly executed copy of IRS Form W-9 (or other applicable tax form) and all other documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the USA PATRIOT Act. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and assignee, the applicable “know your customer” documentation requested by Agent, the processing and recordation fee, Agent shall accept such Assignment and Assumption and record the same in the Register. Subject to the acceptance and recording of the Assignment and Assumption by Agent, from and after the effective date of the Assignment and Assumption, the assignee shall be a party to this Agreement and shall have the rights and obligations of a Lender under this Agreement. This Loan is intended to be in “registered form” for purposes of Treas. Reg. Section 5f.103-1(c) or any successor regulations, and Sections 871(h)(2) and 881(c)(2) of the IRS Code. Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to and accepted by it and a register for the recordation of the name and address of Lender, the amount of Lender’s proportionate share of the Loan and the name and address of Xxxxxx’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 Xxxxxxxx, Agent, and Xxxxxx may treat each person or 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 and copying by Borrower or Lender during normal business hours upon reasonable prior written notice to Agent. Lender may change its address and ...
Conversion to Registered Form. At the request of Lender, Borrower shall appoint, as its agent, a registrar and transfer agent (the "Registrar") reasonably acceptable to Lender which shall maintain, subject to such reasonable regulations as it shall provide, such books and records as are necessary for the registration and transfer of the Note in a manner that shall cause the Note to be considered to be in registered form for purposes of Section 163(f) of the IRS Code. The option to convert the Note into registered form once exercised may not be revoked. Any agreement setting out the rights and obligation of the Registrar shall be subject to LOAN AGREEMENT – Page 108 41458-110/JANAF Shopping Yard (VA) the reasonable approval of Lender. Borrower may revoke the appointment of any particular person as Registrar, effective upon the effectiveness of the appointment of a replacement Registrar. The Registrar shall not be entitled to any fee from Borrower or Lender or any other lender in respect of transfers of the Note and other Loan Documents.
Conversion to Registered Form. At Lender’s request, Borrower shall keep a “register” in which Borrower shall provide for the recordation of the name and address of, and the amount of outstanding principal and interest owing to Lender (the “Register”) and the entries in the Register shall be conclusive evidence of the amounts due and owing to the Lender in the absence of manifest error. Once established, Borrower and Lender shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender for all purposes. Notwithstanding anything to the contrary contained in this Agreement, the Note or other Loan Documents, the Note is intended to constitute a registered obligation and the right, title and interest of Lender and its assignees in and to such Note shall be transferable only upon notation of such transfer in the Register. This Section 11.7 shall be construed so that the Note is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any other relevant or successor provisions of the Code or such regulations). The Register shall be available for inspection by any Lender from time to time upon reasonable prior notice. Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower, at the time or times reasonably requested by Borrower, such property completed and executed documentation (including Internal Revenue Service Form W-9 or W-8, as applicable) as will permit such payments to be made without withholding or at a reduced rate of withholding.
Conversion to Registered Form. At the request of Lender, Borrower shall appoint, as its agent, a registrar and transfer agent (the “Registrar”) reasonably acceptable to Lender which shall maintain, subject to such reasonable regulations as it shall provide, such books and records as are necessary for the registration and transfer of the Note in a manner that shall cause the Note to be considered to be in registered form for purposes of Section 163(f) of the IRS Code. The option to convert the Note into registered form once exercised may not be
Conversion to Registered Form. At the request of Mortgagee, Mortgagor shall appoint, as its agent, a registrar and transfer agent (the “Registrar”) reasonably acceptable to Lender which shall maintain, subject to such reasonable regulations as it shall provide, such books and records as are necessary for the registration and transfer of the Note in a manner that shall cause the Note to be considered to be in registered form for purposes of Section 163(f) of the Code. The option to convert the Note into registered form once exercised may not be revoked. Any agreement setting out the rights and obligation of the Registrar shall be subject to the reasonable approval of Lender. Mortgagor may revoke the appointment of any particular person as Registrar, effective upon the effectiveness of the appointment of a replacement Registrar. The Registrar shall not be entitled to any fee from Mortgagor or Lender or any other lender in respect of transfers of the Note and other Loan Documents.
