LIABILITY WHICH THE INDEMNIFYING PARTY MAY HAVE TO ANY
INDEMNIFIED PARTY HEREUNDER EXCEPT TO THE EXTENT THAT FAILURE TO NOTIFY CAUSES
PREJUDICE TO THE INDEMNIFYING PARTY.
IN THE EVENT THAT ANY ACTION IS BROUGHT
AGAINST ANY INDEMNIFIED PARTY, AND IT NOTIFIES THE INDEMNIFYING PARTY OF THE
COMMENCEMENT THEREOF, THE INDEMNIFYING PARTY WILL BE ENTITLED, JOINTLY WITH ANY
OTHER INDEMNIFYING PARTY, TO PARTICIPATE THEREIN AND, TO THE EXTENT THAT IT (OR
THEY) MAY ELECT BY WRITTEN NOTICE DELIVERED TO THE INDEMNIFIED PARTY PROMPTLY
AFTER RECEIVING THE AFORESAID NOTICE FROM SUCH INDEMNIFIED PARTY, TO ASSUME THE
DEFENSE THEREOF WITH COUNSEL SATISFACTORY TO SUCH INDEMNIFIED PARTY.
AFTER
NOTICE FROM THE INDEMNIFYING PARTY TO SUCH INDEMNIFIED PARTY UNDER THIS SECTION
9.2 THE INDEMNIFYING PARTY SHALL NOT BE RESPONSIBLE FOR ANY LEGAL OR OTHER
EXPENSES SUBSEQUENTLY INCURRED BY SUCH INDEMNIFIED PARTY IN CONNECTION WITH THE
DEFENSE THEREOF OTHER THAN REASONABLE COSTS OF INVESTIGATION; PROVIDED, HOWEVER,
IF THE DEFENDANTS IN ANY SUCH ACTION INCLUDE BOTH THE INDEMNIFIED PARTY AND THE
INDEMNIFYING PARTY AND THE INDEMNIFIED PARTY SHALL HAVE REASONABLY CONCLUDED
THAT THERE ARE ANY LEGAL DEFENSES AVAILABLE TO IT AND/OR OTHER INDEMNIFIED
PARTIES THAT ARE DIFFERENT FROM OR ADDITIONAL TO THOSE AVAILABLE TO THE
INDEMNIFYING PARTY, THE INDEMNIFIED PARTY OR PARTIES SHALL HAVE THE RIGHT TO
SELECT SEPARATE COUNSEL TO ASSERT SUCH LEGAL DEFENSES AND TO OTHERWISE
PARTICIPATE IN THE DEFENSE OF SUCH ACTION ON BEHALF OF SUCH INDEMNIFIED PARTY TO
PARTIES.
THE INDEMNIFYING PARTY SHALL NOT BE LIABLE FOR THE EXPENSES OF MORE
THAN ONE SUCH SEPARATE COUNSEL UNLESS AN INDEMNIFIED PARTY SHALL HAVE REASONABLY
CONCLUDED THAT THERE MAY BE LEGAL DEFENSES AVAILABLE TO IT THAT ARE DIFFERENT
FROM OR ADDITIONAL TO THOSE AVAILABLE TO ANOTHER INDEMNIFIED PARTY.
(E)
IN ORDER TO PROVIDE FOR JUST AND EQUITABLE
CONTRIBUTION IN CIRCUMSTANCES IN WHICH THE INDEMNIFICATIONS PROVIDED FOR IN
SECTION 9.2(B) OR (C) IS OR ARE FOR ANY REASON HELD TO BE UNENFORCEABLE BY AN
INDEMNIFIED PARTY IN RESPECT OF ANY LIABILITIES (OR ACTION IN RESPECT THEREOF)
REFERRED TO THEREIN WHICH WOULD OTHERWISE BE INDEMNIFIABLE UNDER SECTION 9.2(B)
OR (C), THE INDEMNIFYING PARTY SHALL CONTRIBUTE TO THE AMOUNT PAID OR PAYABLE BY
THE INDEMNIFIED PARTY AS A RESULT OF SUCH LIABILITIES (OR ACTION IN RESPECT
THEREOF); PROVIDED, HOWEVER, THAT NO PERSON GUILTY OF FRAUDULENT
MISREPRESENTATION (WITHIN THE MEANING OF SECTION 11(F) OF THE SECURITIES ACT)
SHALL BE ENTITLED TO CONTRIBUTION FROM ANY PERSON WHO WAS NOT GUILTY OF SUCH
FRAUDULENT MISREPRESENTATION.
IN DETERMINING THE AMOUNT OF CONTRIBUTION TO
WHICH THE RESPECTIVE PARTIES ARE ENTITLED, THE FOLLOWING FACTORS SHALL BE
CONSIDERED: (I) CITIGROUP'S AND BORROWER'S RELATIVE KNOWLEDGE AND ACCESS TO
INFORMATION CONCERNING THE MATTER WITH RESPECT TO WHICH CLAIM WAS ASSERTED; (II)
THE OPPORTUNITY TO CORRECT AND PREVENT ANY STATEMENT OR OMISSION; AND (III) ANY
OTHER EQUITABLE CONSIDERATIONS APPROPRIATE IN THE CIRCUMSTANCES.
LENDER AND
BORROWER HEREBY AGREE THAT IT WOULD NOT BE EQUITABLE IF THE AMOUNT OF SUCH
CONTRIBUTION WERE DETERMINED SOLELY BY PRO RATA OR PER CAPITA ALLOCATION.
(F)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS