GUARANTORS HEREUNDER) RATABLY, IN ACCORDANCE WITH
THEIR PRO RATA SHARES, FOR ANY AND ALL CLAIMS OF ANY KIND AND NATURE WHATSOEVER
THAT MAY BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST AGENT ARISING OUT OF OR
BY REASON OF ANY INVESTIGATION IN OR IN ANY WAY RELATING TO OR ARISING OUT OF
THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ANY OTHER DOCUMENTS
CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (INCLUDING THE COSTS AND EXPENSES THAT AGENT IS
OBLIGATED TO PAY HEREUNDER) OR THE ENFORCEMENT OF ANY OF THE TERMS HEREOF OR
THEREOF OR OF ANY SUCH OTHER DOCUMENTS, PROVIDED, THAT, NO LENDER SHALL BE
LIABLE FOR ANY OF THE FOREGOING TO THE EXTENT IT ARISES FROM THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY TO BE INDEMNIFIED AS DETERMINED BY
A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. THE
FOREGOING INDEMNITY SHALL SURVIVE THE PAYMENT OF THE OBLIGATIONS AND THE
TERMINATION OR NON-RENEWAL OF THIS AGREEMENT.
12.6
NON RELIANCE ON AGENT AND OTHER LENDERS.
EACH LENDER AGREES THAT
IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE ON AGENT OR OTHER LENDER, AND BASED
ON SUCH DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE, MADE ITS OWN
CREDIT ANALYSIS OF BORROWERS AND GUARANTORS AND HAS MADE ITS OWN DECISION TO
ENTER INTO THIS AGREEMENT AND THAT IT WILL, INDEPENDENTLY AND WITHOUT RELIANCE
UPON AGENT OR ANY OTHER LENDER, AND BASED ON SUCH DOCUMENTS AND INFORMATION AS
IT SHALL DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN ANALYSIS AND
DECISIONS IN TAKING OR NOT TAKING ACTION UNDER THIS AGREEMENT OR ANY OF THE
OTHER FINANCING AGREEMENTS. AGENT SHALL NOT BE REQUIRED TO KEEP ITSELF INFORMED
AS TO THE PERFORMANCE OR OBSERVANCE BY BORROWERS OR GUARANTORS OF ANY TERM OR
PROVISION OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR ANY
OTHER DOCUMENT REFERRED TO OR PROVIDED FOR HEREIN OR THEREIN OR TO INSPECT THE
PROPERTIES OR BOOKS OF ANY BORROWER OR GUARANTOR. AGENT WILL USE REASONABLE
EFFORTS TO PROVIDE LENDERS WITH ANY INFORMATION RECEIVED BY AGENT FROM ANY
BORROWER OR GUARANTOR WHICH IS REQUIRED TO BE PROVIDED TO LENDERS OR WHICH IS
DEEMED TO BE REQUESTED BY LENDERS HEREUNDER AND WITH A COPY OF ANY NOTICE OF
DEFAULT OR FAILURE OF CONDITION RECEIVED BY AGENT FROM ANY BORROWER OR
GUARANTOR; PROVIDED, THAT, AGENT SHALL NOT BE LIABLE TO ANY LENDER FOR ANY
FAILURE TO DO SO, EXCEPT TO THE EXTENT THAT SUCH FAILURE IS ATTRIBUTABLE TO
AGENT'S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A FINAL
NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. EXCEPT FOR
NOTICES, REPORTS AND OTHER DOCUMENTS EXPRESSLY REQUIRED TO BE FURNISHED TO
LENDERS BY AGENT HEREUNDER, AGENT SHALL NOT HAVE ANY DUTY OR RESPONSIBILITY TO
PROVIDE ANY LENDER WITH ANY OTHER CREDIT OR OTHER INFORMATION CONCERNING THE
AFFAIRS, FINANCIAL CONDITION OR BUSINESS OF ANY BORROWER OR GUARANTOR THAT MAY
COME INTO THE POSSESSION OF AGENT.
12.7
FAILURE TO ACT.
EXCEPT FOR