Purchaser.
SECTION 11.4
RELIANCE BY AGENT.
THE AGENT SHALL IN ALL CASES BE
ENTITLED TO RELY, AND SHALL BE FULLY PROTECTED IN RELYING, UPON ANY DOCUMENT OR
CONVERSATION BELIEVED BY IT TO BE GENUINE AND CORRECT AND TO HAVE BEEN SIGNED,
SENT OR MADE BY THE PROPER PERSON OR PERSONS AND UPON ADVICE AND STATEMENTS OF
LEGAL COUNSEL (INCLUDING, WITHOUT LIMITATION, COUNSEL TO SELLER), INDEPENDENT
ACCOUNTANTS AND OTHER EXPERTS SELECTED BY THE AGENT.
THE AGENT SHALL IN ALL
CASES BE FULLY JUSTIFIED IN FAILING OR REFUSING TO TAKE ANY ACTION UNDER THIS
AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT UNLESS IT SHALL FIRST RECEIVE SUCH
ADVICE OR CONCURRENCE OF COMPANY OR THE REQUIRED FINANCIAL INSTITUTIONS OR ALL
OF THE PURCHASERS, AS APPLICABLE, AS IT DEEMS APPROPRIATE AND IT SHALL FIRST BE
INDEMNIFIED TO ITS SATISFACTION BY THE PURCHASERS, PROVIDED THAT UNLESS AND
UNTIL THE AGENT SHALL HAVE RECEIVED SUCH ADVICE, THE AGENT MAY TAKE OR REFRAIN
FROM TAKING ANY ACTION, AS THE AGENT SHALL DEEM ADVISABLE AND IN THE BEST
INTERESTS OF THE PURCHASERS.
THE AGENT SHALL IN ALL CASES BE FULLY PROTECTED IN
ACTING, OR IN REFRAINING FROM ACTING, IN ACCORDANCE WITH A REQUEST OF COMPANY OR
THE REQUIRED FINANCIAL INSTITUTIONS OR ALL OF THE PURCHASERS, AS APPLICABLE, AND
SUCH REQUEST AND ANY ACTION TAKEN OR FAILURE TO ACT PURSUANT THERETO SHALL BE
BINDING UPON ALL THE PURCHASERS.
SECTION 11.5
NON-RELIANCE ON AGENT AND OTHER PURCHASERS.
EACH
PURCHASER EXPRESSLY ACKNOWLEDGES THAT NEITHER THE AGENT, NOR ANY OF ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES HAS MADE
ANY REPRESENTATIONS OR WARRANTIES TO IT AND THAT NO ACT BY THE AGENT HEREAFTER
TAKEN, INCLUDING, WITHOUT LIMITATION, ANY REVIEW OF THE AFFAIRS OF ANY SELLER
PARTY, SHALL BE DEEMED TO CONSTITUTE ANY REPRESENTATION OR WARRANTY BY THE
AGENT.
EACH PURCHASER REPRESENTS AND WARRANTS TO THE AGENT THAT IT HAS AND
WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE AGENT OR ANY OTHER PURCHASER
AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE, MADE
ITS OWN APPRAISAL OF AND INVESTIGATION INTO THE BUSINESS, OPERATIONS, PROPERTY,
PROSPECTS, FINANCIAL AND OTHER CONDITIONS AND CREDITWORTHINESS OF SELLER AND
MADE ITS OWN DECISION TO ENTER INTO THIS AGREEMENT, THE OTHER TRANSACTION
DOCUMENTS AND ALL OTHER DOCUMENTS RELATED HERETO OR THERETO.
SECTION 11.6
REIMBURSEMENT AND INDEMNIFICATION.
THE FINANCIAL
INSTITUTIONS AGREE TO REIMBURSE AND INDEMNIFY THE AGENT AND ITS OFFICERS,
DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS RATABLY ACCORDING TO THEIR PRO
RATA SHARES, TO THE EXTENT NOT PAID OR REIMBURSED BY THE SELLER PARTIES (I) FOR
ANY AMOUNTS FOR WHICH THE AGENT, ACTING IN ITS CAPACITY AS AGENT, IS ENTITLED TO
REIMBURSEMENT BY THE SELLER PARTIES HEREUNDER AND (II) FOR ANY OTHER EXPENSES
INCURRED BY THE AGENT, IN ITS CAPACITY AS AGENT AND ACTING ON BEHALF OF THE
PURCHASERS, IN CONNECTION WITH THE ADMINISTRATION AND ENFORCEMENT OF THIS
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS.
36
SECTION 11.7
AGENT IN ITS INDIVIDUAL CAPACITY.
THE AGENT AND ITS
AFFILIATES MAY MAKE LOANS TO, ACCEPT DEPOSITS FROM AND GENERALLY ENGAGE