BORROWER OR ANY
OTHER PARTY CONTAINED IN THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OTHER
RELATED DOCUMENT, OR IN ANY CERTIFICATE OR OTHER DOCUMENT OR INSTRUMENT REFERRED
TO OR PROVIDED FOR IN, OR RECEIVED BY ANY OF THEM UNDER, THIS AGREEMENT, ANY
LOAN DOCUMENT, OR ANY OTHER RELATED DOCUMENT, OR FOR THE VALUE, LEGALITY,
VALIDITY, EFFECTIVENESS, GENUINENESS, ENFORCEABILITY OR SUFFICIENCY OF THIS
AGREEMENT, ANY LOAN DOCUMENT, OR ANY OTHER
27
RELATED DOCUMENT OR ANY OTHER DOCUMENT OR INSTRUMENT REFERRED TO OR PROVIDED FOR
HEREIN OR THEREIN, FOR THE PERFECTION OR PRIORITY OF ANY LIEN SECURITY FOR THE
NOTES OR FOR ANY FAILURE BY A BORROWER TO PERFORM ANY OF ITS OBLIGATIONS
HEREUNDER OR THEREUNDER. THE AGENT SHALL NOT BE UNDER ANY OBLIGATION TO ANY
PURCHASER TO ASCERTAIN OR TO INQUIRE AS TO THE OBSERVANCE OR PERFORMANCE OF ANY
OF THE AGREEMENTS CONTAINED IN, OR CONDITIONS OF, THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR ANY OTHER RELATED DOCUMENT OR ANY OTHER DOCUMENT OR INSTRUMENT
REFERRED TO OR PROVIDED FOR HEREIN OR THEREIN, OR TO INSPECT THE PROPERTIES,
BOOKS OR RECORDS OF THE A BORROWER.
(E)
RELIANCE. AS BETWEEN THE PURCHASERS AND THE AGENT, THE AGENT SHALL
BE ENTITLED TO RELY, AND SHALL BE FULLY PROTECTED IN RELYING UPON ANY PROMISSORY
NOTE, WRITING, RESOLUTION, NOTICE, CONSENT, CERTIFICATE, AFFIDAVIT, LETTER,
TELECOPY, TELEX OR TELETYPE MESSAGE, STATEMENT, ORDER OR OTHER DOCUMENT OR
CONVERSATION BELIEVED BY IT TO BE GENUINE AND CORRECT AND TO HAVE BEEN SIGNED,
SENT OR MADE BY THE PROPER PERSON(S), ORGANIZATION(S) OR ENTITY OR ENTITIES AND
UPON ADVICE AND STATEMENTS OF LEGAL COUNSEL (INCLUDING, WITHOUT LIMITATION,
COUNSEL TO THE BORROWERS OR ANY OF THEM), INDEPENDENT ACCOUNTANTS AND OTHER
EXPERTS SELECTED BY THE AGENT. THE AGENT MAY DEEM AND TREAT THE PAYEE OF ANY
NOTE AS THE OWNER THEREOF FOR ALL PURPOSES UNLESS A WRITTEN NOTICE OF ASSIGNMENT
OR TRANSFER THEREOF SHALL HAVE BEEN FILED WITH THE AGENT.
(F)
KNOWLEDGE OF EVENTS OF DEFAULT. THE AGENT SHALL NOT BE DEEMED TO
HAVE KNOWLEDGE OR NOTICE OF THE OCCURRENCE OF ANY EVENT OF DEFAULT UNLESS THE
AGENT HAS RECEIVED NOTICE FROM A PURCHASER OR A BORROWER REFERRING TO THIS
AGREEMENT, OR A LOAN DOCUMENT, DESCRIBING SUCH EVENT OF DEFAULT AND STATING THAT
SUCH NOTICE IS A "NOTICE OF DEFAULT". IN THE EVENT THAT THE AGENT RECEIVES SUCH
A NOTICE, THE AGENT SHALL GIVE NOTICE THEREOF TO THE PURCHASERS.
(G)
ACKNOWLEDGMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASERS TO
AGENT. EACH PURCHASER EXPRESSLY ACKNOWLEDGES THAT NEITHER THE AGENT NOR ANY OF
ITS OFFICERS, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, AGENTS,
ATTORNEYS-IN-FACT OR AFFILIATES HAVE MADE ANY REPRESENTATIONS OR WARRANTIES TO
IT AND THAT NO ACT BY THE AGENT HEREAFTER TAKEN, INCLUDING ANY REVIEW OF THE
AFFAIRS OF THE BORROWERS OR ANY AFFILIATE OF THE BORROWERS, SHALL BE DEEMED TO
CONSTITUTE ANY REPRESENTATION OR WARRANTY BY THE AGENT TO ANY PURCHASER. EACH
PURCHASER REPRESENTS TO THE AGENT THAT IT HAS, INDEPENDENTLY AND WITHOUT
RELIANCE UPON THE AGENT OR ANY OTHER PURCHASER, AND BASED ON SUCH DOCUMENTS AND