(D)
SECURITY INTERESTS; ASSIGNMENT TO AFFILIATES.
NOTWITHSTANDING ANY OTHER PROVISION SET FORTH IN THIS AGREEMENT, ANY LENDER MAY
AT ANY TIME FOLLOWING WRITTEN NOTICE TO AGENT (1) PLEDGE THE OBLIGATIONS HELD BY
IT OR CREATE A SECURITY INTEREST IN ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS IN FAVOR OF ANY PERSON; PROVIDED, HOWEVER
(A) NO SUCH PLEDGE OR GRANT OF SECURITY INTEREST TO ANY PERSON SHALL RELEASE
SUCH LENDER FROM ITS OBLIGATIONS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT AND
(B) THE ACQUISITION OF TITLE TO SUCH LENDER'S OBLIGATIONS PURSUANT TO ANY
FORECLOSURE OR OTHER EXERCISE OF REMEDIES BY SUCH PERSON SHALL BE SUBJECT TO THE
PROVISIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS IN ALL RESPECTS
INCLUDING, WITHOUT LIMITATION, ANY CONSENT REQUIRED BY SUBSECTION 9.5; AND
(2) SUBJECT TO COMPLYING WITH THE PROVISIONS OF SUBSECTION 9.5 (A), ASSIGN ALL
OR ANY PORTION OF ITS FUNDED LOANS TO AN ELIGIBLE ASSIGNEE WHICH IS A SUBSIDIARY
OF SUCH LENDER OR ITS PARENT COMPANY, TO ONE OR MORE OTHER LENDERS, OR TO A
RELATED FUND.
FOR PURPOSES OF THIS PARAGRAPH, A "RELATED FUND" SHALL MEAN, WITH
RESPECT TO ANY LENDER, A FUND OR OTHER INVESTMENT VEHICLE THAT INVESTS IN
COMMERCIAL LOANS AND IS MANAGED BY SUCH LENDER OR BY THE SAME INVESTMENT ADVISOR
THAT MANAGES SUCH LENDER OR BY AN AFFILIATE OF SUCH INVESTMENT ADVISOR.
(E)
RECORDING OF ASSIGNMENTS.
AGENT SHALL
MAINTAIN AT ITS OFFICE IN CHICAGO, ILLINOIS A COPY OF EACH ASSIGNMENT AND
ACCEPTANCE AGREEMENT DELIVERED TO IT AND A REGISTER FOR THE RECORDATION OF THE
NAMES AND ADDRESSES OF LENDERS, AND THE COMMITMENTS OF, AND PRINCIPAL AMOUNT OF
THE LOANS OWING TO EACH LENDER PURSUANT TO THE TERMS HEREOF FROM TIME TO TIME
(THE "REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE PRESUMPTIVE EVIDENCE OF
THE AMOUNTS DUE AND OWING TO LENDER IN THE ABSENCE OF MANIFEST ERROR.
EACH
OBLIGOR, AGENT AND EACH LENDER MAY TREAT EACH PERSON WHOSE NAME IS RECORDED IN
THE REGISTER PURSUANT TO THE TERMS HEREOF AS A LENDER HEREUNDER FOR ALL PURPOSES
OF THIS AGREEMENT.
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY BORROWER
AND ANY LENDER, AT ANY REASONABLE TIME UPON REASONABLE PRIOR NOTICE.
9.6
SET OFF AND SHARING OF PAYMENTS.
IN
ADDITION TO ANY RIGHTS NOW OR HEREAFTER GRANTED UNDER APPLICABLE LAW AND NOT BY
WAY OF LIMITATION OF ANY SUCH RIGHTS, UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT, EACH LENDER IS HEREBY AUTHORIZED BY
OBLIGORS AT ANY TIME OR FROM TIME TO TIME, WITH REASONABLY PROMPT SUBSEQUENT
NOTICE TO BORROWER (ANY PRIOR OR CONTEMPORANEOUS NOTICE BEING HEREBY EXPRESSLY
WAIVED) TO SET OFF AND TO APPROPRIATE AND TO APPLY ANY AND ALL (A) BALANCES HELD
BY SUCH LENDER AT ANY OF ITS OFFICES FOR THE ACCOUNT OF ANY OBLIGOR OR ANY OF
ITS SUBSIDIARIES (REGARDLESS OF WHETHER SUCH BALANCES ARE THEN DUE TO SUCH
OBLIGOR OR ITS SUBSIDIARIES), AND (B) OTHER PROPERTY AT ANY TIME HELD OR OWING
BY