OR SECURITY INTEREST
CREATED OR PURPORTED TO BE CREATED UNDER OR IN CONNECTION WITH, THIS AGREEMENT
OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO; AND
(F)
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, CABLE OR TELEX)
BELIEVED BY IT TO BE GENUINE AND SIGNED OR SENT BY THE PROPER PARTY OR PARTIES.
7.3
CITIBANK, N.A. AND ITS AFFILIATES.
WITH
RESPECT TO ITS COMMITMENT, THE ADVANCES MADE BY IT, AND ANY NOTES ISSUED TO IT,
CITIBANK, N.A. SHALL HAVE THE SAME RIGHTS AND POWERS UNDER THIS AGREEMENT AS ANY
OTHER LENDER AND MAY EXERCISE THE SAME AS THOUGH IT WERE NOT THE AGENT
HEREUNDER; AND THE TERM "LENDER" OR "LENDERS" SHALL, UNLESS OTHERWISE EXPRESSLY
INDICATED, INCLUDE CITIBANK, N.A., IN ITS INDIVIDUAL CAPACITY.
CITIBANK, N.A.
AND ITS AFFILIATES MAY ACCEPT DEPOSITS FROM, LEND MONEY TO, ACCEPT DRAFTS DRAWN
BY, ACT AS TRUSTEE UNDER INDENTURES OF, AND GENERALLY ENGAGE IN ANY KIND OF
BUSINESS WITH, THE COMPANY, ANY OF ITS SUBSIDIARIES AND ANY PERSON OR ENTITY WHO
MAY DO BUSINESS WITH OR OWN SECURITIES OF THE COMPANY OR ANY SUBSIDIARY, ALL AS
IF CITIBANK, N.A. WERE NOT THE AGENT HEREUNDER AND WITHOUT ANY DUTY TO ACCOUNT
THEREFOR TO THE OTHER LENDERS.
7.4
LENDER CREDIT DECISION.
EACH LENDER
ACKNOWLEDGES THAT IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE AGENT OR
ANY OTHER LENDER AND BASED ON THE FINANCIAL STATEMENTS REFERRED TO IN
SECTION 3.1(E) AND THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTIONS 3.1
AND 3.2 AND SUCH OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE,
MADE ITS OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS AGREEMENT.
EACH
LENDER ALSO ACKNOWLEDGES THAT IT WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON
THE AGENT OR ANY OTHER LENDER AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT
SHALL DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN CREDIT DECISIONS IN
TAKING OR NOT TAKING ACTION UNDER THIS AGREEMENT.
7.5
INDEMNIFICATION.
(A)
EACH LENDER AGREES TO INDEMNIFY THE AGENT
(TO THE EXTENT NOT REIMBURSED BY TBC OR ANY OTHER BORROWER), FROM AND AGAINST
ITS RATABLE SHARE OF ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,
PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF
48
ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED
AGAINST THE AGENT IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY
ACTION TAKEN OR OMITTED BY THE AGENT UNDER THIS AGREEMENT (COLLECTIVELY, THE
"INDEMNIFIED COSTS"), PROVIDED THAT NO LENDER SHALL BE LIABLE FOR ANY PORTION OF
THE INDEMNIFIED COSTS RESULTING FROM THE AGENT'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
WITHOUT LIMITATION OF THE FOREGOING, EACH LENDER AGREES TO
REIMBURSE THE AGENT PROMPTLY UPON DEMAND FOR ITS RATABLE SHARE OF ANY
OUT-OF-POCKET EXPENSES (INCLUDING COUNSEL FEES) INCURRED BY THE AGENT IN
CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION,
MODIFICATION, AMENDMENT OR ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL
PROCEEDINGS OR OTHERWISE) OF, OR LEGAL