HOLDER OF THE DEBT RESULTING
THEREFROM UNTIL THE AGENT RECEIVES AND ACCEPTS AN ASSIGNMENT AND ACCEPTANCE
ENTERED INTO BY SUCH BANK, AS ASSIGNOR, AND AN ELIGIBLE ASSIGNEE, AS ASSIGNEE,
AS PROVIDED IN SECTION 9.08; (II) MAY CONSULT WITH LEGAL COUNSEL (INCLUDING
COUNSEL FOR ANY OF THE BORROWERS), INDEPENDENT PUBLIC ACCOUNTANTS AND OTHER
EXPERTS SELECTED BY IT AND SHALL NOT BE LIABLE FOR ANY ACTION TAKEN OR OMITTED
TO BE TAKEN IN GOOD FAITH BY IT IN ACCORDANCE WITH THE ADVICE OF SUCH COUNSEL,
ACCOUNTANTS OR EXPERTS; (III) MAKES NO WARRANTY OR REPRESENTATION TO ANY BANK OR
ISSUING BANK AND SHALL NOT BE RESPONSIBLE TO ANY BANK OR ISSUING BANK FOR ANY
STATEMENTS, WARRANTIES OR REPRESENTATIONS (WHETHER WRITTEN OR ORAL) MADE IN OR
IN CONNECTION WITH THIS AGREEMENT; (IV) SHALL NOT HAVE ANY DUTY TO ASCERTAIN OR
TO INQUIRE AS TO THE PERFORMANCE OR OBSERVANCE OF ANY OF THE TERMS, COVENANTS OR
CONDITIONS OF THIS AGREEMENT ON THE PART OF ANY OF THE BORROWERS OR TO INSPECT
THE PROPERTY (INCLUDING THE BOOKS AND RECORDS) OF ANY OF THE BORROWERS;
(V) SHALL NOT BE RESPONSIBLE TO ANY BANK OR ISSUING BANK FOR THE DUE EXECUTION,
LEGALITY, VALIDITY, ENFORCEABILITY, GENUINENESS, SUFFICIENCY OR VALUE OF THIS
AGREEMENT OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO; AND
(VI) SHALL INCUR NO LIABILITY UNDER OR IN RESPECT OF THIS AGREEMENT BY ACTING
UPON ANY NOTICE, CONSENT, CERTIFICATE OR OTHER INSTRUMENT OR WRITING (WHICH
MAY BE BY TELECOPIER, TELEGRAM, CABLE OR TELEX) BELIEVED BY IT TO BE GENUINE AND
SIGNED OR SENT BY THE PROPER PARTY OR PARTIES.
SECTION 7.03. CITIBANK AND AFFILIATES. WITH RESPECT TO ITS COMMITMENT, THE
ADVANCES MADE BY IT, ITS LETTER OF CREDIT PARTICIPATIONS AND THE NOTES ISSUED TO
IT, CITIBANK SHALL HAVE THE SAME RIGHTS AND POWERS UNDER THIS AGREEMENT AS ANY
OTHER BANK AND MAY EXERCISE THE SAME AS THOUGH IT WERE NOT THE AGENT; AND THE
TERM "BANK" OR "BANKS" SHALL, UNLESS OTHERWISE EXPRESSLY INDICATED, INCLUDE
CITIBANK IN ITS INDIVIDUAL CAPACITY. CITIBANK AND ITS AFFILIATES MAY ACCEPT
DEPOSITS FROM, LEND MONEY TO, ACT AS TRUSTEE UNDER INDENTURES OF, AND GENERALLY
ENGAGE IN ANY KIND OF BUSINESS WITH, THE COMPANY, ANY OF ITS SUBSIDIARIES
(INCLUDING, WITHOUT LIMITATION, ANY BORROWING SUBSIDIARY) AND ANY PERSON WHO
MAY DO BUSINESS WITH OR OWN SECURITIES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES
ALL AS IF CITIBANK WERE NOT THE AGENT AND CITIBANK INTERNATIONAL PLC WERE NOT
THE EURO-AGENT AND WITHOUT ANY DUTY TO ACCOUNT THEREFOR TO THE BANKS.
SECTION 7.04. BANK CREDIT DECISION. EACH BANK AND EACH ISSUING BANK ACKNOWLEDGES
THAT IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE AGENT, THE EURO-AGENT
OR ANY OTHER BANK AND BASED ON THE FINANCIAL STATEMENTS REFERRED TO IN
SECTION 4.01 AND SUCH OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED
APPROPRIATE, MADE ITS OWN CREDIT ANALYSIS AND
69
DECISION TO ENTER INTO THIS AGREEMENT. EACH BANK AND ISSUING BANK ALSO
ACKNOWLEDGES THAT IT WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE AGENT,
THE EURO-AGENT OR ANY