AND A
TRANSFER IN CONNECTION THEREWITH OF POSSESSION OF THE COLLATERAL, IF ANY, IN
LENDER'S POSSESSION TO THE PURCHASER OF THE NOTE, LENDER SHALL BE RELEASED AND
DISCHARGED FROM ANY LIABILITY OR RESPONSIBILITY WITH RESPECT TO THE LOAN
DOCUMENTS AND REFERENCES TO "LENDER" IN THIS AGREEMENT SHALL, WITH RESPECT TO
ANY MATTERS THEREAFTER OCCURRING, BE DEEMED TO BE REFERENCES TO THE
51
PURCHASER OF THE NOTE.
BORROWER OR ANY AGENT OF BORROWER ACTING ON ITS BEHALF
SHALL MAINTAIN AT ITS OFFICES A COPY OF EACH NOTICE OF A SALE, PLEDGE,
ASSIGNMENT OR OTHER TRANSFER OF THE LOAN OR A PORTION THEREOF AS A WHOLE LOAN
DELIVERED TO IT AND A REGISTER (THE "REGISTER") FOR THE RECORDATION OF THE NAMES
AND ADDRESSES OF EACH LENDER AND THE PRINCIPAL AMOUNT OF THE LOAN OR PORTION
THEREOF OWING TO EACH LENDER FROM TIME TO TIME.
THE ENTRIES IN THE REGISTER
SHALL BE CONCLUSIVE, IN THE ABSENCE OF MANIFEST ERROR, AND BORROWER MAY TREAT
EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER AS THE OWNER OF THE LOAN OR
PORTION THEREOF RECORDED THEREIN, HEREUNDER FOR ALL PURPOSES OF THIS AGREEMENT.
A SALE, PLEDGE, ASSIGNMENT OR OTHER TRANSFER OF THE LOAN OR A PORTION THEREOF AS
A WHOLE LOAN, WHETHER OR NOT EVIDENCED BY A NOTE, SHALL BE EFFECTIVE ONLY UPON
APPROPRIATE ENTRIES WITH RESPECT THERETO BEING MADE IN THE REGISTER (AND, IF
APPLICABLE, EACH NOTE SHALL EXPRESSLY SO PROVIDE).
THE REGISTER SHALL BE
AVAILABLE FOR INSPECTION BY EACH LENDER AT ANY REASONABLE TIME AND FROM TIME TO
TIME UPON REASONABLE PRIOR NOTICE.
BORROWER HEREBY APPOINTS LENDER AS ITS AGENT
TO MAINTAIN THE REGISTER AND LENDER HEREBY ACCEPTS SUCH APPOINTMENT.
LENDER
SHALL INDEMNIFY AND HOLD HARMLESS BORROWER FOR ANY LOSSES RESULTING FROM
LENDER'S FAILURE TO MAINTAIN THE REGISTER AND NO FAILURE BY LENDER, AS
BORROWER'S AGENT (SOLELY FOR THE PURPOSES OF MAINTAINING THE REGISTER), SHALL
RESULT IN A DEFAULT HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT OR OTHERWISE
SUBJECT BORROWER TO ANY LIABILITY.
(B)
BORROWER ACKNOWLEDGES THAT LENDER MAY ON OR AFTER THE CLOSING DATE
SELL AND ASSIGN PARTICIPATION INTERESTS IN AND TO THE LOAN, OR PLEDGE,
HYPOTHECATE OR ENCUMBER, OR SELL AND ASSIGN ALL OR ANY PORTION OF THE LOAN, TO
OR WITH SUCH DOMESTIC OR FOREIGN BANKS, INSURANCE COMPANIES, PENSION FUNDS,
TRUSTS OR OTHER INSTITUTIONAL LENDERS OR OTHER PERSONS, PARTIES OR INVESTORS
(INCLUDING, WITHOUT LIMITATION, GRANTOR TRUSTS, OWNER TRUSTS, SPECIAL PURPOSE
CORPORATIONS, REAL ESTATE INVESTMENT TRUSTS OR OTHER SIMILAR OR COMPARABLE
INVESTMENT VEHICLES) AS MAY BE SELECTED BY LENDER IN ITS SOLE AND ABSOLUTE
DISCRETION AND ON TERMS AND CONDITIONS SATISFACTORY TO LENDER IN ITS SOLE AND
ABSOLUTE DISCRETION.
BORROWER AND ALL AFFILIATES OF BORROWER SHALL COOPERATE IN
ALL RESPECTS WITH LENDER IN CONNECTION WITH THE SALE OF PARTICIPATION INTERESTS
IN, OR THE PLEDGE, HYPOTHECATION OR ENCUMBRANCE OR SALE OF ALL OR ANY PORTION
OF, THE LOAN, AND SHALL, IN CONNECTION THEREWITH, AT LENDER'S SOLE COST AND
EXPENSE, EXECUTE AND DELIVER SUCH ESTOPPELS, CERTIFICATES, INSTRUMENTS AND
DOCUMENTS AS MAY BE REASONABLY