IS RECORDED IN THE REGISTER AS THE OWNER OF THE LOANS RECORDED
THEREIN FOR ALL PURPOSES OF THIS AGREEMENT.
THE REGISTER SHALL BE AVAILABLE FOR
INSPECTION BY THE BORROWER OR ANY LENDER AT ANY REASONABLE TIME AND FROM TIME TO
TIME UPON REASONABLE PRIOR NOTICE.
(E)
UPON ITS RECEIPT OF AN ASSIGNMENT AND ACCEPTANCE EXECUTED BY A
TRANSFEROR LENDER AND PURCHASING LENDER (AND, IN THE CASE OF A PURCHASING LENDER
THAT IS NOT THEN A LENDER OR AN AFFILIATE OR RELATED FUND THEREOF, BY THE
BORROWER (IF REQUIRED) AND THE AGENT (IF REQUIRED)) THE AGENT SHALL (I) PROMPTLY
ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE AND (II) ON THE EFFECTIVE DATE DETERMINED
PURSUANT THERETO RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER.
(F)
THE BORROWER AUTHORIZES EACH LENDER TO DISCLOSE TO ANY
PARTICIPANT OR PURCHASING LENDER (EACH, A "TRANSFEREE") AND ANY PROSPECTIVE
TRANSFEREE ANY AND ALL INFORMATION IN SUCH LENDER'S POSSESSION CONCERNING THE
BORROWER, THE OTHER LOAN PARTIES AND THE AFFILIATES THEREOF WHICH HAS BEEN
DELIVERED TO SUCH LENDER BY OR ON BEHALF OF THE BORROWER PURSUANT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR WHICH HAS BEEN DELIVERED TO SUCH LENDER
BY OR ON BEHALF OF THE BORROWER IN CONNECTION WITH SUCH LENDER'S CREDIT
EVALUATION OF THE BORROWER AND THE OTHER LOAN PARTIES; PROVIDED THAT SUCH
TRANSFEREE OR PROSPECTIVE TRANSFEREE AGREES IN WRITING TO MAINTAIN THE
CONFIDENTIALITY OF SUCH INFORMATION IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 9.15.
(G)
NOTHING HEREIN SHALL PROHIBIT ANY LENDER FROM PLEDGING OR
ASSIGNING ANY OF ITS INTEREST AND RIGHTS UNDER THIS AGREEMENT AND ITS NOTES TO
ANY FEDERAL RESERVE BANK IN ACCORDANCE WITH APPLICABLE LAW.
IN ADDITION, THE
BORROWER HEREBY ACKNOWLEDGES THAT EACH LENDER AND EACH OF ITS AFFILIATES AND
RELATED FUNDS MAY AT ANY TIME PLEDGE OR GRANT A SECURITY INTEREST IN ALL OR ANY
PORTION OF THE LOANS MADE BY IT AS COLLATERAL SECURITY TO SECURE OBLIGATIONS OF
SUCH LENDER, AFFILIATES OF SUCH LENDER AND RELATED FUNDS; PROVIDED THAT NO SUCH
PLEDGE OR GRANT
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OF A SECURITY INTEREST SHALL RELEASE A LENDER FROM ANY OF ITS OBLIGATIONS
HEREUNDER OR SUBSTITUTE ANY SUCH PLEDGEE OR ASSIGNEE FOR SUCH LENDER AS A PARTY
HERETO.
(H)
EACH LENDER (AND EACH PERSON BECOMING A LENDER PURSUANT TO SECTION
9.6(C)) REPRESENTS, WARRANTS AND AGREES WITH THE AGENT AS FOLLOWS:
(I)
SUCH LENDER IS ENTITLED TO RECEIVE ANY PAYMENTS HEREUNDER WITHOUT
THE WITHHOLDING OF ANY TAX AND WILL FURNISH TO AGENT AND THE BORROWER SUCH
FORMS, CERTIFICATIONS, STATEMENTS AND OTHER DOCUMENTS AS AGENT MAY REQUEST FROM
TIME TO TIME TO EVIDENCE SUCH LENDER'S EXEMPTION FROM WITHHOLDING OF ANY TAX
IMPOSED BY ANY JURISDICTION OR TO ENABLE AGENT TO COMPLY WITH ANY APPLICABLE
LAWS OR REGULATIONS RELATING THERETO;
(II)
WITHOUT LIMITING THE EFFECT OF THE FOREGOING, IF SUCH LENDER IS
NOT CREATED OR ORGANIZED UNDER THE LAWS OF THE UNITED STATES OR ANY STATE
THEREOF, SUCH LENDER IS LAWFULLY ENGAGED IN THE CONDUCT OF A BUSINESS WITHIN THE
UNITED STATES AND PAYMENTS MADE HEREUNDER ARE OR ARE