ON SUCH PROPERTY THAT IS PERMITTED BY CLAUSE (H) OF THE DEFINITION
OF PERMITTED ENCUMBRANCES; AND
(C)
TO RELEASE ANY GUARANTOR FROM ITS
OBLIGATIONS UNDER THE FACILITY GUARANTY IF SUCH PERSON CEASES TO BE A SUBSIDIARY
AS A RESULT OF A TRANSACTION PERMITTED HEREUNDER.
Upon request by any Agent at any time, the Required Lenders will confirm in
writing such Agent's authority to release or subordinate its interest in
particular types or items of property, or to release any Guarantor from its
obligations under the Facility Guaranty pursuant to this Section 9.09.
In each
case as specified in this Section 9.09, the Agents will, at the Loan Parties'
expense, execute and deliver to the applicable Loan Party such documents as such
Loan Party may reasonably request to evidence the release of such item of
Collateral from the assignment and security interest granted under the Security
Documents or to subordinate its interest in such item, or to release such
Guarantor from its obligations under the Facility Guaranty, in each case in
accordance with the terms of the Loan Documents and this Section 9.09.
9.10
Notice of Transfer.
The Agents may deem and treat
a Lender party to this Agreement as the owner of such Lender's portion of the
Obligations for all purposes, unless and until, and except to the extent, an
Assignment and Acceptance shall have become effective as set forth in
Section 10.06.
9.11
Reports and Financial Statements.
By signing this
Agreement, each Lender:
(A)
AGREES TO FURNISH THE ADMINISTRATIVE AGENT
ON THE FIRST DAY OF EACH MONTH WITH A SUMMARY OF ALL OTHER LIABILITIES DUE OR TO
BECOME DUE TO SUCH LENDER;
(B)
IS DEEMED TO HAVE REQUESTED THAT THE
ADMINISTRATIVE AGENT FURNISH SUCH LENDER, PROMPTLY AFTER THEY BECOME AVAILABLE,
COPIES OF ALL FINANCIAL STATEMENTS AND BORROWING BASE CERTIFICATES REQUIRED TO
BE DELIVERED BY THE LEAD BORROWER HEREUNDER AND ALL COMMERCIAL FINANCE
EXAMINATIONS AND APPRAISALS OF THE COLLATERAL RECEIVED BY THE AGENTS
(COLLECTIVELY, THE "REPORTS");
(C)
EXPRESSLY AGREES AND ACKNOWLEDGES THAT THE
ADMINISTRATIVE AGENT MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY OF
THE REPORTS, AND SHALL NOT BE LIABLE FOR ANY INFORMATION CONTAINED IN ANY
REPORT;
(D)
EXPRESSLY AGREES AND ACKNOWLEDGES THAT THE
REPORTS ARE NOT COMPREHENSIVE AUDITS OR EXAMINATIONS, THAT THE AGENTS OR ANY
OTHER PARTY PERFORMING ANY AUDIT OR EXAMINATION WILL INSPECT ONLY SPECIFIC
INFORMATION REGARDING THE LOAN PARTIES AND WILL RELY SIGNIFICANTLY UPON THE LOAN
PARTIES' BOOKS AND RECORDS, AS WELL AS ON REPRESENTATIONS OF THE LOAN PARTIES'
PERSONNEL;
(E)
AGREES TO KEEP ALL REPORTS CONFIDENTIAL IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 10.07 HEREOF; AND
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(F)
WITHOUT LIMITING THE GENERALITY OF ANY
OTHER INDEMNIFICATION PROVISION CONTAINED IN THIS AGREEMENT, AGREES: (I) TO HOLD
THE AGENTS AND ANY SUCH OTHER LENDER PREPARING A REPORT HARMLESS FROM ANY ACTION
THE INDEMNIFYING LENDER MAY TAKE OR CONCLUSION THE INDEMNIFYING LENDER MAY REACH
OR DRAW FROM ANY REPORT IN CONNECTION WITH ANY CREDIT EXTENSIONS THAT THE
INDEMNIFYING LENDER HAS MADE OR MAY MAKE TO THE