INFORMATION AS IT HAS DEEMED APPROPRIATE, MADE ITS OWN APPRAISAL OF AND
INVESTIGATION INTO THE BUSINESS, OPERATIONS, PROPERTY, FINANCIAL AND OTHER
CONDITION AND CREDITWORTHINESS OF THE BORROWERS AND THEIR AFFILIATES AND MADE
ITS OWN DECISION TO PURCHASE THE NOTES HEREUNDER AND ENTER INTO THIS AGREEMENT.
EACH PURCHASER ALSO REPRESENTS THAT IT SHALL, INDEPENDENTLY AND WITHOUT RELIANCE
UPON THE AGENT OR ANY OTHER PURCHASER, AND BASED ON SUCH DOCUMENTS AND
INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN
CREDIT ANALYSIS, APPRAISALS AND DECISIONS IN TAKING OR NOT TAKING ACTION UNDER
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OTHER RELATED DOCUMENT AND TO
MAKE SUCH INVESTIGATION AS IT DEEMS NECESSARY TO INFORM ITSELF AS TO THE
BUSINESS, OPERATIONS, PROPERTY, FINANCIAL AND OTHER CONDITION AND
CREDITWORTHINESS OF THE BORROWERS AND THEIR AFFILIATES. EXCEPT FOR NOTICES,
REPORTS AND OTHER DOCUMENTS EXPRESSLY REQUIRED TO BE FURNISHED TO THE PURCHASERS
BY THE AGENT HEREUNDER AND UNDER THE LOAN DOCUMENTS, THE AGENT SHALL HAVE NO
DUTY OR RESPONSIBILITY TO PROVIDE ANY PURCHASER WITH ANY CREDIT OR OTHER
INFORMATION CONCERNING THE BUSINESS, OPERATIONS, PROPERTY, CONDITION (FINANCIAL
OR OTHERWISE), PROSPECTS OR CREDITWORTHINESS OF THE BORROWERS OR ANY AFFILIATE
OF THE BORROWERS WHICH MAY COME INTO THE POSSESSION OF THE AGENT OR ANY OF ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES.
28
(H)
PURCHASERS INDEMNIFICATION. THE PURCHASERS AGREE TO INDEMNIFY THE
AGENT IN ITS CAPACITY AS SUCH (TO THE EXTENT NOT REIMBURSED BY THE BORROWERS AND
WITHOUT LIMITING THE OBLIGATION OF THE BORROWERS TO DO SO), RATABLY IN
ACCORDANCE WITH THE AGGREGATE PRINCIPAL AMOUNT OF THE NOTES HELD BY THE
PURCHASERS FOR ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND AND
NATURE WHATSOEVER THAT MAY BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE
AGENT IN ITS CAPACITY AS SUCH (INCLUDING BY ANY PURCHASER) ARISING OUT OF OR BY
REASON OF ANY INVESTIGATION IN OR IN ANY WAY RELATING TO OR ARISING OUT OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT PROVIDED, THAT NO PURCHASER SHALL BE LIABLE
FOR ANY OF THE FOREGOING TO THE EXTENT THEY ARISE FROM THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE PARTY TO BE INDEMNIFIED. THE AGREEMENTS IN THIS
SECTION 11.18 SHALL SURVIVE THE PAYMENT OF THE NOTES AND ALL OTHER AMOUNTS
PAYABLE HEREUNDER.
(I)
AGENT IN ITS INDIVIDUAL CAPACITY, AND NOT AS AGENT. THE AGENT AND
ITS AFFILIATES MAY MAKE LOANS TO, ACCEPT DEPOSITS FROM AND GENERALLY ENGAGE IN
ANY KIND OF BUSINESS WITH THE BORROWERS AS THOUGH THE AGENT WERE NOT THE AGENT.
WITH RESPECT TO ITS NOTES PURCHASED HEREUNDER THE AGENT SHALL HAVE THE SAME
RIGHTS AND POWERS UNDER THIS AGREEMENT, THE LOAN DOCUMENTS AND ANY RELATED
DOCUMENT AS ANY PURCHASER AND MAY EXERCISE THE SAME AS THOUGH IT WERE NOT THE
AGENT, AND THE TERMS "PURCHASER" AND "PURCHASERS" SHALL INCLUDE THE AGENT IN ITS
INDIVIDUAL CAPACITY.
(J)
AGENT'S ABILITY TO EMPLOY AGENTS AND ATTORNEYS-IN-FACT. THE AGENT
MAY EMPLOY AGENTS AND