LOAN DOCUMENTS AND THE TRANSACTION AND EVENTS (INCLUDING THE
ENFORCEMENT THEREOF) AT ANY TIME ASSOCIATED THEREWITH OR CONTEMPLATED THEREIN
(INCLUDING ANY VIOLATION OR NONCOMPLIANCE WITH ANY ENVIRONMENTAL LAWS BY ANY
PERSON OR ANY LIABILITIES OR DUTIES OF ANY PERSON WITH RESPECT TO HAZARDOUS
MATERIALS FOUND IN OR RELEASED INTO THE ENVIRONMENT) OR AS A RESULT OF ANY
ACTION TAKEN OR OMITTED TO BE TAKEN BY SUCH AGENT INDEMNITEE, INCLUDING
41
ITS NEGLIGENCE OF ANY KIND, OTHER THAN AS PROVIDED IN THE FOLLOWING PROVISO, THE
GROSS NEGLIGENCE OF AN AGENT INDEMNITEE; PROVIDED THAT NO BANK SHALL BE LIABLE
FOR ANY PORTION, IF ANY, OF ANY LIABILITIES AND COSTS WHICH IS PROXIMATELY
CAUSED BY THE AGENT'S OWN INDIVIDUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS
DETERMINED IN A FINAL JUDGMENT.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, EACH BANK AGREES, IN PROPORTION WITH ITS PERCENTAGE SHARE, TO
REIMBURSE THE AGENT PROMPTLY UPON ITS DEMAND FOR ANY COSTS AND EXPENSES
(INCLUDING ATTORNEYS' FEES AND EXPENSES AND OTHER CHARGES) INCURRED BY THE AGENT
IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION,
MODIFICATION, AMENDMENT OR ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL
PROCEEDINGS, OR OTHERWISE) OF, OR LEGAL ADVICE IN RESPECT OF THEIR RIGHTS OR
RESPONSIBILITIES UNDER, THE LOAN DOCUMENTS, OR ANY OF THEM, OR ANY OTHER
DOCUMENTS CONTEMPLATED BY THE LOAN DOCUMENTS, TO THE EXTENT THAT THE AGENT IS
NOT REIMBURSED, ON DEMAND, FOR SUCH AMOUNTS BY ANY BORROWER.
Each Bank's
obligations under this paragraph shall survive the termination of this Agreement
and the discharge of any Borrower's obligations hereunder.
SECTION 8.6
BANK'S CREDIT DECISION AND NON-RELIANCE.
EACH BANK HEREBY
ACKNOWLEDGES THAT IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE AGENT OR
ANY OTHER PERSON, AND BASED UPON SUCH DOCUMENTS AND INFORMATION AS IT HAS DEEMED
APPROPRIATE, MADE (I) ITS OWN INDEPENDENT INVESTIGATION AND ANALYSIS (INCLUDING
LEGAL AND CREDIT INVESTIGATION AND ANALYSIS) OF THE COMPANIES AND THEIR
AFFILIATES, AND THEIR RESPECTIVE FINANCIAL CONDITIONS, OPERATIONS AND AFFAIRS,
AND PROPERTIES, AND THE TRANSACTIONS PROVIDED FOR IN, AND CONTEMPLATED BY, EACH
OF THE LOAN DOCUMENTS; AND (II) ITS OWN INDEPENDENT DECISION TO ENTER INTO AND
PERFORM EACH LOAN DOCUMENT.
EACH BANK ALSO ACKNOWLEDGES THAT IT WILL,
INDEPENDENTLY AND WITHOUT RELIANCE UPON THE AGENT OR ANY OTHER PERSON, AND BASED
ON SUCH INVESTIGATION, ANALYSIS, DOCUMENTS AND INFORMATION AS IT SHALL DEEM
APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN INDEPENDENT LEGAL, CREDIT AND
OTHER DECISIONS IN TAKING OR OMITTING TO TAKE ACTION UNDER OR IN CONNECTION WITH
THE LOAN DOCUMENTS.
EXCEPT FOR NOTICES, REPORTS AND OTHER DOCUMENTS AND
INFORMATION EXPRESSLY REQUIRED TO BE FURNISHED TO THE BANKS BY THE AGENT
HEREUNDER, THE AGENT SHALL NOT HAVE ANY DUTY OR RESPONSIBILITY TO PROVIDE ANY
BANK WITH ANY CREDIT OR OTHER INFORMATION CONCERNING THE AFFAIRS, FINANCIAL
CONDITION, OR BUSINESS OF THE COMPANIES OR ANY OF THEIR RESPECTIVE AFFILIATES
WHICH MAY COME INTO THE POSSESSION OF THE AGENT OR ANY OF ITS AFFILIATES.
SECTION 8.7
DEFERRAL OF DISTRIBUTIONS; INVESTMENTS.
WHENEVER THE AGENT
IN GOOD FAITH DETERMINES THAT IT IS UNCERTAIN ABOUT HOW