ANY SUCH SUBSIDIARY OR AFFILIATE SHALL HAVE AGREED TO RECEIVE SUCH
INFORMATION HEREUNDER SUBJECT TO THE TERMS OF THIS SECTION 9.16, (C) AS MAY BE
REQUIRED BY STATUTE, DECISION, OR JUDICIAL OR ADMINISTRATIVE ORDER, RULE, OR
REGULATION, (D) AS MAY BE AGREED TO IN ADVANCE BY BORROWER OR ITS SUBSIDIARIES
OR AS REQUESTED OR REQUIRED BY ANY GOVERNMENTAL AUTHORITY PURSUANT TO ANY
SUBPOENA OR OTHER LEGAL PROCESS, (E) AS TO ANY SUCH INFORMATION THAT IS OR
BECOMES GENERALLY AVAILABLE TO THE PUBLIC (OTHER THAN AS A RESULT OF PROHIBITED
DISCLOSURE BY LENDER), (F) IN CONNECTION WITH ANY ASSIGNMENT, PROSPECTIVE
ASSIGNMENT, SALE, PROSPECTIVE SALE, PARTICIPATION OR PROSPECTIVE PARTICIPATIONS,
OR PLEDGE OR PROSPECTIVE PLEDGE OF LENDER'S INTEREST UNDER THIS AGREEMENT,
PROVIDED THAT ANY SUCH ASSIGNEE, PROSPECTIVE ASSIGNEE, PURCHASER, PROSPECTIVE
PURCHASER, PARTICIPANT, PROSPECTIVE PARTICIPANT, PLEDGEE, OR PROSPECTIVE PLEDGEE
SHALL HAVE AGREED IN WRITING TO RECEIVE SUCH INFORMATION HEREUNDER SUBJECT TO
THE TERMS OF THIS SECTION 9.16, AND (G) IN CONNECTION WITH ANY LITIGATION OR
OTHER ADVERSARY PROCEEDING INVOLVING PARTIES HERETO WHICH SUCH LITIGATION OR
ADVERSARY PROCEEDING INVOLVES CLAIMS RELATED TO THE RIGHTS OR DUTIES OF SUCH
PARTIES UNDER THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.
THE PROVISIONS OF
THIS SECTION 9.16 SHALL SURVIVE FOR TWO YEARS AFTER THE PAYMENT IN FULL OF THE
OBLIGATIONS.
ANYTHING CONTAINED HEREIN OR IN ANY OTHER LOAN DOCUMENT TO THE
CONTRARY NOTWITHSTANDING, THE OBLIGATIONS OF CONFIDENTIALITY CONTAINED HEREIN
AND THEREIN, AS THEY RELATE TO THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL NOT
APPLY TO THE FEDERAL TAX STRUCTURE OR FEDERAL TAX TREATMENT OF SUCH
TRANSACTIONS, AND EACH PARTY HERETO (AND ANY EMPLOYEE, REPRESENTATIVE, OR AGENT
OF ANY PARTY HERETO) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF
ANY KIND, THE FEDERAL TAX STRUCTURE AND FEDERAL TAX TREATMENT OF SUCH
TRANSACTIONS (INCLUDING ALL WRITTEN MATERIALS RELATED TO SUCH TAX STRUCTURE AND
TAX TREATMENT).
THE PRECEDING SENTENCE IS INTENDED TO CAUSE THE TRANSACTIONS
CONTEMPLATED HEREBY TO NOT BE TREATED AS HAVING BEEN OFFERED UNDER CONDITIONS OF
CONFIDENTIALITY FOR PURPOSES OF SECTION 1.6011-4(B)(3) (OR ANY SUCCESSOR
PROVISION) OF THE TREASURY REGULATIONS PROMULGATED UNDER SECTION 6011 OF THE
IRC, AND SHALL BE CONSTRUED IN A MANNER CONSISTENT WITH SUCH PURPOSE.
IN
ADDITION, EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS NO PROPRIETARY OR EXCLUSIVE
RIGHTS TO THE TAX STRUCTURE OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY TAX
MATTER OR TAX IDEA RELATED THERETO.
9.17
ACKNOWLEDGMENT OF LENDER'S OTHER INTERESTS.
BORROWER ACKNOWLEDGES THAT LENDER OR ITS AFFILIATES DOES NOW, AND MAY IN THE
FUTURE, HOLD EQUITY INTERESTS OR OTHER INVESTMENTS IN OR LOANS TO OTHER ENTITIES
OR BUSINESSES THAT ARE ALSO IN THE BUSINESS OF MAKING LOANS GUARANTEED BY SBA
AND THAT MAY OTHERWISE COMPETE WITH THE BUSINESS OF BORROWER, AND THAT CERTAIN
OF LENDER'S AFFILIATES THEMSELVES MAKE LOANS GUARANTEED BY SBA AND THAT MAY
OTHERWISE COMPETE WITH THE BUSINESS OF BORROWER.
63
9.18
COUNTERPARTS; TELEFACSIMILE EXECUTION.
THIS
AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES
ON SEPARATE COUNTERPARTS, EACH OF WHICH, WHEN EXECUTED AND DELIVERED, SHALL BE