SURVIVE THE PAYMENT OF THE OBLIGATIONS AND THE
TERMINATION OR NON-RENEWAL OF THIS AGREEMENT.
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12.6
NON-RELIANCE ON AGENT AND OTHER LENDERS; SECURITIZATION INTERCREDITOR
AGREEMENT.
(A)
EACH SECURED PARTY AGREES THAT IT HAS, INDEPENDENTLY AND
WITHOUT RELIANCE ON AGENT OR ANY OTHER SECURED PARTY, 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 SECURED PARTY, 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 ANY BORROWER OR GUARANTOR 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 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 ANY LENDER;
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 OR DEEMED
REQUESTED BY LENDERS HEREUNDER (INCLUDING THE DOCUMENTS PROVIDED FOR IN
SECTION 12.10 HEREOF), 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.
(B)
EACH LENDER ACKNOWLEDGES THAT IT HAS RECEIVED AND REVIEWED
A COPY OF THE SECURITIZATION INTERCREDITOR AGREEMENT AND ANY EXHIBITS AND
SCHEDULES THERETO, AUTHORIZES THE EXECUTION AND DELIVERY THEREOF BY AGENT, AND
AGREES WITH EFFECT ON THE DATE HEREOF TO BE BOUND IN ALL RESPECTS BY THE TERMS
OF THE SECURITIZATION INTERCREDITOR AGREEMENT AND OBLIGATED TO PERFORM ANY AND
ALL OBLIGATIONS OF AGENT THEREUNDER, AS IF A DIRECT SIGNATORY PARTY THERETO.
12.7
FAILURE TO ACT.
EXCEPT FOR ACTION EXPRESSLY REQUIRED OF AGENT HEREUNDER
AND UNDER THE OTHER FINANCING AGREEMENTS, AGENT SHALL IN ALL CASES BE FULLY
JUSTIFIED IN FAILING OR REFUSING TO ACT HEREUNDER AND THEREUNDER UNLESS IT SHALL
RECEIVE FURTHER ASSURANCES TO ITS SATISFACTION FROM LENDERS OF THEIR
INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.5 HEREOF AGAINST ANY AND ALL
LIABILITY AND EXPENSE THAT MAY BE INCURRED BY