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.
30
(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
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 AND WARRANTS 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