SUCH INSTRUCTIONS. WITHOUT PREJUDICE TO THE
GENERALITY OF THE FOREGOING, (I) EACH OF AGENT SHALL BE ENTITLED TO RELY, AND
SHALL BE FULLY PROTECTED IN RELYING, UPON ANY COMMUNICATION, INSTRUMENT OR
DOCUMENT BELIEVED BY IT TO BE GENUINE AND CORRECT AND TO HAVE BEEN SIGNED OR
SENT BY THE PROPER PERSON OR PERSONS, AND SHALL BE ENTITLED TO RELY AND SHALL BE
PROTECTED IN RELYING ON OPINIONS AND JUDGMENTS OF ATTORNEYS (WHO MAY BE
ATTORNEYS FOR THE BORROWER AND ITS SUBSIDIARIES), ACCOUNTANTS, EXPERTS AND OTHER
PROFESSIONAL ADVISORS SELECTED BY IT; AND (II) NO LENDER SHALL HAVE ANY RIGHT OF
ACTION WHATSOEVER AGAINST ANY AGENT AS A RESULT OF SUCH AGENT ACTING OR (WHERE
SO INSTRUCTED) REFRAINING FROM ACTING UNDER THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS IN ACCORDANCE WITH THE INSTRUCTIONS OF THE REQUISITE LENDERS (OR
SUCH OTHER LENDERS AS MAY BE REQUIRED TO GIVE SUCH INSTRUCTIONS UNDER SECTION
8.5).
D.
AGENTS ENTITLED TO ACT AS LENDERS. THE AGENCY HEREBY CREATED SHALL
IN NO WAY IMPAIR OR AFFECT ANY OF THE RIGHTS AND POWERS OF, OR IMPOSE ANY DUTIES
OR OBLIGATIONS UPON, ANY AGENT IN ITS INDIVIDUAL CAPACITY AS A LENDER HEREUNDER.
WITH RESPECT TO ITS PARTICIPATION IN THE LOANS, EACH AGENT SHALL HAVE THE SAME
RIGHTS AND POWERS HEREUNDER AS ANY OTHER LENDER AND MAY EXERCISE THE SAME AS
THOUGH IT WERE NOT PERFORMING THE DUTIES AND FUNCTIONS DELEGATED TO IT
HEREUNDER, AND THE TERM "LENDER" SHALL, UNLESS THE CONTEXT CLEARLY OTHERWISE
INDICATES, INCLUDE EACH AGENT IN ITS INDIVIDUAL CAPACITY. ANY AGENT AND ITS
AFFILIATES MAY ACCEPT DEPOSITS FROM, LEND MONEY TO, OWN SECURITIES OF, AND
GENERALLY ENGAGE IN ANY KIND OF BANKING, TRUST, FINANCIAL ADVISORY OR OTHER
BUSINESS WITH THE BORROWER OR ANY OF THEIR AFFILIATES AS IF IT WERE NOT
PERFORMING THE DUTIES SPECIFIED HEREIN, AND MAY ACCEPT FEES AND OTHER
CONSIDERATION FROM THE BORROWER FOR SERVICES IN CONNECTION WITH THIS AGREEMENT
AND OTHERWISE WITHOUT HAVING TO ACCOUNT FOR THE SAME TO LENDERS. NO AGENT SHALL
HAVE ANY DUTY TO DISCLOSE ANY INFORMATION OBTAINED OR RECEIVED BY IT OR ANY OF
ITS AFFILIATES RELATING TO THE BORROWER OR ANY OF ITS SUBSIDIARIES TO THE EXTENT
SUCH INFORMATION WAS OBTAINED OR RECEIVED IN ANY CAPACITY OTHER THAN AS AN AGENT
UNDER THIS AGREEMENT. IN THE EVENT THAT CITIBANK OR ANY OF ITS AFFILIATES SHALL
BE OR BECOME AN INDENTURE TRUSTEE UNDER THE TRUST INDENTURE ACT OF 1939 (AS
AMENDED, THE "TRUST INDENTURE ACT") IN RESPECT OF ANY SECURITIES ISSUED OR
GUARANTEED BY THE BORROWER, THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT ANY
PAYMENT OR PROPERTY RECEIVED IN SATISFACTION OF OR IN RESPECT OF ANY OBLIGATION
OF THE BORROWER HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT BY OR ON BEHALF OF
CITIBANK IN ITS CAPACITY AS THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF ANY
LENDER UNDER THIS AGREEMENT OR ANY NOTE (OTHER THAN CITIBANK OR AN AFFILIATE OF
CITIBANK) AND WHICH IS APPLIED IN ACCORDANCE WITH THIS AGREEMENT SHALL BE DEEMED
TO BE EXEMPT FROM THE REQUIREMENTS