OUTSTANDING LOANS, AS APPROPRIATELY ADJUSTED PURSUANT TO SUCH TRANSFER
SUPPLEMENT.
(C)
THE AGENT SHALL MAINTAIN AT ITS ADDRESS REFERRED TO HEREIN A COPY OF
EACH TRANSFER SUPPLEMENT DELIVERED TO IT AND A REGISTER ("REGISTER")FOR THE
RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS AND THE COMMITMENT OF, AND
PRINCIPAL AMOUNT OF THE LOANS OWING TO, EACH LENDER FROM TIME TO TIME.
THE
ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE, IN THE ABSENCE OF MANIFEST ERROR,
AND THE BORROWERS, THE AGENT AND THE LENDERS MAY TREAT EACH PERSON WHOSE NAME 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 BORROWERS OR ANY LENDER AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
(D)
UPON ITS RECEIPT OF A TRANSFER SUPPLEMENT EXECUTED BY A TRANSFEROR
LENDER, THE AGENT AND A PURCHASING LENDER TOGETHER WITH PAYMENT BY SUCH
PURCHASING LENDER TO THE AGENT, FOR THE ACCOUNT OF THE AGENT AND NOT FOR THE
ACCOUNT OF THE LENDERS, OF A REGISTRATION AND PROCESSING FEE OF THREE THOUSAND
FIVE HUNDRED DOLLARS ($3,500), AND THE NOTES SUBJECT TO SUCH TRANSFER
SUPPLEMENT, THE AGENT SHALL (I) ACCEPT SUCH TRANSFER SUPPLEMENT, (II) RECORD THE
INFORMATION THEREIN IN THE REGISTER AND (III) GIVE PROMPT NOTICE OF SUCH
ACCEPTANCE AND RECORDATION TO THE LENDERS AND THE BORROWERS.
(E)
IF, PURSUANT TO THIS SECTION 9.11, ANY INTEREST IN THIS AGREEMENT OR
ANY NOTE IS TRANSFERRED TO ANY PARTICIPANT OR PURCHASING LENDER WHICH IS
ORGANIZED UNDER THE LAWS OF ANY JURISDICTION OTHER THAN THE UNITED STATES OR ANY
STATE THEREOF, THE AGENT SHALL CAUSE SUCH PARTICIPANT OR PURCHASING LENDER,
CONCURRENTLY WITH THE EFFECTIVENESS OF SUCH TRANSFER, (I) TO REPRESENT TO THE
TRANSFEROR LENDER (FOR THE BENEFIT OF THE TRANSFEROR LENDER, THE AGENT AND THE
BORROWERS) THAT UNDER APPLICABLE LAW AND TREATIES NO TAXES WILL BE REQUIRED TO
BE WITHHELD BY THE AGENT, THE BORROWERS OR THE TRANSFEROR LENDER WITH RESPECT TO
ANY PAYMENTS TO BE MADE TO SUCH PARTICIPANT OR PURCHASING LENDER IN RESPECT OF
THE LOANS, (II) TO FURNISH TO THE TRANSFEROR LENDER,
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THE AGENT AND THE BORROWERS TWO (2) PROPERLY EXECUTED ORIGINAL INTERNAL REVENUE
SERVICE FORMS 4224 OR 1001 (OR ANY SUCCESSOR FORMS) AND PROPERLY EXECUTED
INTERNAL REVENUE SERVICE FORMS W-8 AND W-9, AS THE CASE MAY BE (WHEREIN SUCH
PARTICIPANT OR PURCHASING LENDER CLAIMS ENTITLEMENT TO COMPLETE EXEMPTION FROM
THE UNITED STATES FEDERAL WITHHOLDING TAX ON ALL INTEREST PAYMENTS HEREUNDER AND
ALL FEES PAYABLE UNDER SECTION 2.3), AND (III) TO AGREE (FOR THE BENEFIT OF THE
TRANSFEROR LENDER, THE AGENT AND THE BORROWERS) TO PROVIDE THE TRANSFEROR
LENDER, THE AGENT AND THE BORROWERS' REPRESENTATIVE NEW INTERNAL REVENUE SERVICE
FORMS 4224 OR 1001 UPON THE EXPIRATION OR OBSOLESCENCE OF ANY PREVIOUSLY
DELIVERED FORM OR AFTER THE OCCURRENCE OF ANY EVENT REQUIRING A CHANGE IN THE
MOST RECENT FORMS DELIVERED BY IT TO THE TRANSFEROR LENDER, THE AGENT AND THE
BORROWERS, AND COMPARABLE STATEMENTS IN