THE ADMINISTRATIVE
AGENT AND THE OTHER LENDERS SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH
LENDER IN CONNECTION WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT, PROVIDED, THAT SUCH LENDER MAY AGREE WITH ANY PARTICIPANT THAT SUCH
LENDER WILL NOT, WITHOUT SUCH PARTICIPANT'S CONSENT, AGREE TO OR APPROVE ANY
WAIVERS OR AMENDMENTS WHICH WOULD REDUCE THE PRINCIPAL OF OR THE INTEREST RATE
ON ANY LOANS, EXTEND THE TERM OR INCREASE THE AMOUNT OF THE COMMITMENTS OF SUCH
PARTICIPANT, REDUCE THE AMOUNT OF ANY FEES TO WHICH SUCH PARTICIPANT IS
ENTITLED, EXTEND ANY SCHEDULED PAYMENT DATE FOR PRINCIPAL OR RELEASE COLLATERAL
92
SECURING THE LOANS (OTHER THAN COLLATERAL DISPOSED OF PURSUANT TO SECTION 8.6
HEREOF OR OTHERWISE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT OR THE
SECURITY DOCUMENTS), AND (VI) ANY SUCH DISPOSITION SHALL NOT, WITHOUT THE
CONSENT OF THE BORROWER, REQUIRE THE BORROWER TO FILE A REGISTRATION STATEMENT
WITH THE SEC OR TO APPLY TO QUALIFY THE LOANS OR THE NOTES UNDER THE BLUE SKY
LAWS OF ANY STATE.
ANY LENDER SELLING A PARTICIPATION TO ANY BANK OR OTHER
ENTITY THAT IS NOT AN AFFILIATE OF SUCH LENDER SHALL GIVE PROMPT NOTICE THEREOF
TO THE BORROWER.
(G)
ANY LENDER MAY, IN CONNECTION WITH ANY ASSIGNMENT, PROPOSED
ASSIGNMENT, PARTICIPATION OR PROPOSED PARTICIPATION PURSUANT TO THIS SECTION
13.1, DISCLOSE TO THE ASSIGNEE, PARTICIPANT, PROPOSED ASSIGNEE OR PROPOSED
PARTICIPANT, ANY INFORMATION RELATING TO THE BORROWER AND ITS SUBSIDIARIES
FURNISHED TO SUCH LENDER BY OR ON BEHALF OF THE BORROWER OR ITS SUBSIDIARIES.
(H)
ANY LENDER MAY PLEDGE THE NOTE PAYABLE TO ITS ORDER TO THE
APPLICABLE FEDERAL RESERVE BANK.
SECTION 13.2
REPRESENTATION OF LENDERS.
EACH LENDER HEREBY REPRESENTS
THAT IT WILL MAKE EACH LOAN HEREUNDER AS A COMMERCIAL LOAN FOR ITS OWN ACCOUNT
IN THE ORDINARY COURSE OF ITS BUSINESS; PROVIDED, HOWEVER, THAT SUBJECT TO
SECTION 13.1 HEREOF, THE DISPOSITION OF THE NOTES OR OTHER EVIDENCE OF THE
SECURED OBLIGATIONS HELD BY ANY LENDER SHALL AT ALL TIMES BE WITHIN ITS
EXCLUSIVE CONTROL.
SECTION 13.3
NON-U.S. LENDERS.
PRIOR TO THE AGREEMENT DATE OR, WITH
RESPECT TO ANY LENDER THAT BECOMES A LENDER AFTER THE AGREEMENT DATE, PRIOR TO
THE "EFFECTIVE DATE" OF THE ASSIGNMENT AND ACCEPTANCE PURSUANT TO WHICH SUCH
LENDER BECOMES A LENDER, EACH LENDER WHICH IS NOT INCORPORATED UNDER THE LAWS OF
THE UNITED STATES OF AMERICA OR A STATE THEREOF AGREES THAT IT WILL DELIVER TO
THE ADMINISTRATIVE AGENT (I) A LETTER IN DUPLICATE AND TWO DULY COMPLETED COPIES
OF UNITED STATES INTERNAL REVENUE SERVICE FORM 1001 OR 4224 OR SUCCESSOR
APPLICABLE FORM, AS THE CASE MAY BE, CERTIFYING IN EACH CASE THAT SUCH LENDER IS
ENTITLED TO RECEIVE PAYMENTS UNDER THIS AGREEMENT WITHOUT DEDUCTION OR
WITHHOLDING OF ANY UNITED STATES FEDERAL INCOME TAXES, AND (II) AN INTERNAL
REVENUE SERVICE FORM W-8 OR W-9 OR SUCCESSOR APPLICABLE FORM, AS THE CASE MAY
BE, TO ESTABLISH AN EXEMPTION FROM UNITED STATES BACKUP WITHHOLDING TAX.
EACH
SUCH LENDER WHICH DELIVERS A COPY OF A FORM 1001 OR 4224