BEHALF AND TO EXERCISE SUCH POWERS UNDER THIS AGREEMENT AND THE OTHER FINANCING
AGREEMENTS AS ARE DELEGATED TO AGENT BY THE TERMS HEREOF AND THEREOF, TOGETHER
WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO, AND (VI) SUCH ASSIGNEE
AGREES THAT IT WILL PERFORM IN ACCORDANCE WITH THEIR TERMS ALL OF THE
OBLIGATIONS WHICH BY THE TERMS OF THIS AGREEMENT AND THE OTHER FINANCING
AGREEMENTS ARE REQUIRED TO BE PERFORMED BY IT AS A LENDER.
AGENT AND LENDERS
MAY FURNISH ANY INFORMATION CONCERNING ANY BORROWER OR GUARANTOR IN THE
POSSESSION OF AGENT OR ANY LENDER FROM TIME TO TIME TO ASSIGNEES AND
PARTICIPANTS.
(E)
EACH LENDER MAY SELL PARTICIPATIONS TO ONE OR MORE BANKS
OR OTHER ENTITIES IN OR TO ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT AND THE OTHER FINANCING AGREEMENTS (INCLUDING, WITHOUT
LIMITATION, ALL OR A PORTION OF ITS COMMITMENTS AND THE LOANS OWING TO IT AND
ITS PARTICIPATION IN THE LETTER OF CREDIT OBLIGATIONS, WITHOUT THE CONSENT OF
AGENT OR THE OTHER LENDERS); PROVIDED, THAT, (I) SUCH LENDER'S OBLIGATIONS UNDER
THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ITS COMMITMENT HEREUNDER) AND THE
OTHER FINANCING AGREEMENTS SHALL REMAIN UNCHANGED, (II) SUCH LENDER SHALL REMAIN
SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE PERFORMANCE OF SUCH
OBLIGATIONS, AND BORROWERS, GUARANTORS, THE OTHER LENDERS AND AGENT SHALL
CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION WITH SUCH
LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER FINANCING
AGREEMENTS, AND (III) THE PARTICIPANT SHALL NOT HAVE ANY RIGHTS UNDER THIS
AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS (THE PARTICIPANT'S RIGHTS
AGAINST SUCH LENDER IN RESPECT OF SUCH PARTICIPATION TO BE THOSE SET FORTH IN
THE AGREEMENT EXECUTED BY SUCH LENDER IN FAVOR OF THE PARTICIPANT RELATING
THERETO) AND ALL AMOUNTS PAYABLE BY ANY BORROWER OR GUARANTOR HEREUNDER SHALL BE
DETERMINED AS IF SUCH LENDER HAD NOT SOLD SUCH PARTICIPATION.
(F)
NOTHING IN THIS AGREEMENT SHALL PREVENT OR PROHIBIT ANY
LENDER FROM PLEDGING ITS LOANS HEREUNDER TO A FEDERAL RESERVE BANK IN SUPPORT OF
BORROWINGS MADE BY SUCH LENDERS FROM SUCH FEDERAL RESERVE BANK; PROVIDED, THAT,
NO SUCH PLEDGE SHALL RELEASE SUCH LENDER FROM ANY OF ITS OBLIGATIONS HEREUNDER
OR SUBSTITUTE ANY SUCH PLEDGEE FOR SUCH LENDER AS A PARTY HERETO.
(G)
BORROWERS AND GUARANTORS SHALL ASSIST AGENT OR ANY LENDER
PERMITTED TO SELL ASSIGNMENTS OR PARTICIPATIONS UNDER THIS SECTION 13.7 IN
WHATEVER MANNER REASONABLY NECESSARY IN ORDER TO ENABLE OR EFFECT ANY SUCH
ASSIGNMENT OR PARTICIPATION, INCLUDING (BUT NOT LIMITED TO) THE EXECUTION AND
DELIVERY OF ANY AND ALL AGREEMENTS, NOTES AND OTHER DOCUMENTS AND INSTRUMENTS
125
AS SHALL BE REQUESTED AND THE DELIVERY OF INFORMATIONAL MATERIALS, APPRAISALS OR
OTHER DOCUMENTS FOR, AND THE PARTICIPATION OF RELEVANT MANAGEMENT IN MEETINGS
AND CONFERENCE CALLS WITH, POTENTIAL LENDERS OR PARTICIPANTS. BORROWERS SHALL
CERTIFY THE CORRECTNESS, COMPLETENESS AND ACCURACY, IN ALL MATERIAL RESPECTS, OF
ALL DESCRIPTIONS OF BORROWERS AND GUARANTORS AND THEIR AFFAIRS PROVIDED,
PREPARED OR REVIEWED BY ANY BORROWER OR GUARANTOR THAT ARE CONTAINED