SELLING A PARTICIPATION AS IF NO SUCH SALE HAD OCCURRED.
(C)
EXCEPT AS EXPRESSLY PROVIDED IN THIS
SECTION 8.1, NO LENDER SHALL, AS BETWEEN BORROWER AND THAT LENDER, OR AGENT AND
THAT LENDER, BE RELIEVED OF ANY OF ITS OBLIGATIONS HEREUNDER AS A RESULT OF ANY
SALE, ASSIGNMENT, TRANSFER OR NEGOTIATION OF, OR GRANTING OF PARTICIPATION IN,
ALL OR ANY PART OF THE LOANS, THE NOTES OR OTHER OBLIGATIONS OWED TO SUCH
LENDER.
(D)
FOR A PERIOD OF NINETY (90) DAYS FOLLOWING
THE CLOSING DATE, EACH CREDIT PARTY SHALL ASSIST EACH LENDER PERMITTED TO SELL
ASSIGNMENTS OR PARTICIPATIONS UNDER THIS SECTION 8.1 AS REQUIRED TO ENABLE THE
ASSIGNING OR SELLING LENDER TO EFFECT ANY SUCH ASSIGNMENT OR PARTICIPATION,
INCLUDING THE EXECUTION AND DELIVERY OF ANY AND ALL AGREEMENTS, NOTES AND OTHER
DOCUMENTS AND INSTRUMENTS AS SHALL BE REQUESTED AND THE PROMPT PREPARATION OF
INFORMATIONAL MATERIALS FOR, AND THE PARTICIPATION OF MANAGEMENT IN MEETINGS
WITH, POTENTIAL ASSIGNEES OR PARTICIPANTS, ALL ON A TIMETABLE ESTABLISHED BY
AGENT IN ITS SOLE DISCRETION.
FOR A PERIOD OF NINETY (90) DAYS FOLLOWING THE
CLOSING DATE, EACH CREDIT PARTY EXECUTING THIS AGREEMENT SHALL CERTIFY THE
CORRECTNESS, COMPLETENESS AND ACCURACY OF ALL DESCRIPTIONS OF THE CREDIT PARTIES
AND THEIR RESPECTIVE AFFAIRS CONTAINED IN ANY SELLING MATERIALS PROVIDED BY IT
AND ALL OTHER INFORMATION PROVIDED BY IT AND INCLUDED IN SUCH MATERIALS, EXCEPT
THAT ANY PROJECTIONS DELIVERED BY BORROWER SHALL ONLY BE CERTIFIED BY BORROWER
AS HAVING BEEN PREPARED BY BORROWER IN COMPLIANCE WITH THE REPRESENTATIONS
CONTAINED IN SECTION 5.5.
IN ADDITION, FOLLOWING THE 90-DAY PERIOD REFERENCED
ABOVE, UPON THE REQUEST OF ANY LENDER, EACH CREDIT PARTY SHALL USE REASONABLE
EFFORTS TO ASSIST THE LENDERS IN EFFECTUATING ASSIGNMENTS OR PARTICIPATIONS
PERMITTED HEREUNDER. AGENT SHALL MAINTAIN A "REGISTER" FOR RECORDING THE NAME,
ADDRESS, COMMITMENT AND LOANS OWING TO EACH LENDER.
THE ENTRIES IN SUCH
REGISTER SHALL BE PRESUMPTIVE EVIDENCE OF THE AMOUNTS DUE AND OWING TO EACH
LENDER IN THE ABSENCE OF MANIFEST ERROR.
BORROWER, AGENT AND EACH LENDER MAY
TREAT EACH PERSON WHOSE NAME IS RECORDED IN SUCH REGISTER PURSUANT TO THE TERMS
HEREOF AS A LENDER FOR ALL PURPOSES OF THIS AGREEMENT.
ANY ASSIGNMENT OF ANY
LOAN, WHETHER OR NOT EVIDENCED BY A NOTE, SHALL BE EFFECTIVE ONLY UPON
APPROPRIATE ENTRIES WITH RESPECT THERETO BEING MADE IN SUCH REGISTER.
ANY
ASSIGNMENT OR TRANSFER OF ALL OR PART OF A LOAN EVIDENCED BY A NOTE SHALL BE
REGISTERED ON
54
SUCH REGISTER ONLY UPON SURRENDER FOR REGISTRATION OF ASSIGNMENT OR TRANSFER OF
THE NOTE EVIDENCING SUCH LOAN, ACCOMPANIED BY A DULY EXECUTED ASSIGNMENT
AGREEMENT; THEREUPON ONE OR MORE NEW NOTES IN THE SAME AGGREGATE PRINCIPAL
AMOUNT SHALL BE ISSUED TO THE DESIGNATED ASSIGNEE, AND THE OLD NOTES SHALL BE
RETURNED BY THE ADMINISTRATIVE AGENT TO THE BORROWER MARKED "CANCELED."
THE
REGISTER DESCRIBED HEREIN SHALL BE AVAILABLE FOR INSPECTION BY BORROWER AND ANY
LENDER, AT ANY REASONABLE TIME UPON REASONABLE PRIOR NOTICE.
(E)
A LENDER MAY FURNISH ANY INFORMATION
CONCERNING CREDIT PARTIES IN THE POSSESSION OF SUCH LENDER