ADMINISTRATIVE BORROWER SHALL PROVIDE AGENT AND THE DEFAULTING LENDER WITH PRIOR
WRITTEN NOTICE OF ITS INTENT TO EXERCISE ITS RIGHT UNDER THIS SECTION), WHICH
NOTICE SHALL SPECIFY THE DATE ON WHICH SUCH PURCHASE AND SALE SHALL OCCUR.
SUCH
PURCHASE AND SALE SHALL BE PURSUANT TO THE TERMS OF AN ASSIGNMENT AND ACCEPTANCE
(WHETHER OR NOT EXECUTED BY THE DEFAULTING LENDER).
(F)
NOTHING IN THIS SECTION OR ELSEWHERE IN THIS AGREEMENT
OR THE OTHER FINANCING AGREEMENTS SHALL BE DEEMED TO REQUIRE AGENT TO ADVANCE
FUNDS ON BEHALF OF ANY LENDER OR TO RELIEVE ANY LENDER FROM ITS OBLIGATION TO
FULFILL ITS COMMITMENT HEREUNDER OR TO PREJUDICE ANY RIGHTS THAT ANY BORROWER
MAY HAVE AGAINST ANY LENDER AS A RESULT OF ANY DEFAULT BY ANY LENDER HEREUNDER
IN FULFILLING ITS COMMITMENT.
63
6.12
OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS.
THE
OBLIGATION OF EACH LENDER HEREUNDER IS SEVERAL, AND NO LENDER SHALL BE
RESPONSIBLE FOR THE OBLIGATION OR COMMITMENT OF ANY OTHER LENDER HEREUNDER.
NOTHING CONTAINED IN THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS AND
NO ACTION TAKEN BY THE LENDERS PURSUANT HERETO OR THERETO SHALL BE DEEMED TO
CONSTITUTE THE LENDERS TO BE A PARTNERSHIP, AN ASSOCIATION, A JOINT VENTURE OR
ANY OTHER KIND OF ENTITY.
THE AMOUNTS PAYABLE AT ANY TIME HEREUNDER TO EACH
LENDER SHALL BE A SEPARATE AND INDEPENDENT DEBT, AND SUBJECT TO SECTION 12.3
HEREOF, EACH LENDER SHALL BE ENTITLED TO PROTECT AND ENFORCE ITS RIGHTS ARISING
OUT OF THIS AGREEMENT AND IT SHALL NOT BE NECESSARY FOR ANY OTHER LENDER TO BE
JOINED AS AN ADDITIONAL PARTY IN ANY PROCEEDING FOR SUCH PURPOSE.
6.13
BANK PRODUCTS.
BORROWERS AND GUARANTORS, OR ANY OF THEIR SUBSIDIARIES,
MAY (BUT NO SUCH PERSON IS REQUIRED TO) REQUEST THAT THE BANK PRODUCT PROVIDERS
PROVIDE OR ARRANGE FOR SUCH PERSON TO OBTAIN BANK PRODUCTS FROM BANK PRODUCT
PROVIDERS, AND EACH BANK PRODUCT PROVIDER MAY, IN ITS SOLE DISCRETION, PROVIDE
OR ARRANGE FOR SUCH PERSON TO OBTAIN THE REQUESTED BANK PRODUCTS.
BORROWERS AND
GUARANTORS OR ANY OF THEIR SUBSIDIARIES THAT OBTAINS BANK PRODUCTS SHALL
INDEMNIFY AND HOLD AGENT, EACH LENDER AND THEIR RESPECTIVE AFFILIATES HARMLESS
FROM ANY AND ALL OBLIGATIONS NOW OR HEREAFTER OWING TO ANY OTHER PERSON BY ANY
BANK PRODUCT PROVIDER IN CONNECTION WITH ANY BANK PRODUCTS OTHER THAN FOR GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF ANY SUCH INDEMNIFIED PERSON.
THIS SECTION 6.13 SHALL SURVIVE THE PAYMENT OF THE OBLIGATIONS AND THE
TERMINATION OF THIS AGREEMENT.
BORROWER AND ITS SUBSIDIARIES ACKNOWLEDGE AND
AGREE THAT THE OBTAINING OF BANK PRODUCTS FROM BANK PRODUCT PROVIDERS (A) IS IN
THE SOLE DISCRETION OF SUCH BANK PRODUCT PROVIDER, AND (B) IS SUBJECT TO ALL
RULES AND REGULATIONS OF SUCH BANK PRODUCT PROVIDER.
EACH BANK PRODUCT PROVIDER
SHALL BE DEEMED A PARTY HERETO FOR PURPOSES OF ANY REFERENCE IN A FINANCING
AGREEMENT TO THE PARTIES FOR WHOM AGENT IS ACTING, PROVIDED, THAT, THE RIGHTS OF
SUCH BANK PRODUCT PROVIDER HEREUNDER AND UNDER ANY OF THE OTHER FINANCING
AGREEMENTS SHALL CONSIST