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.
THE LENDERS AGREE TO
INDEMNIFY THE AGENT (TO THE EXTENT NOT REIMBURSED BY TBC OR ANY OTHER BORROWER),
RATABLY ACCORDING TO THE RESPECTIVE PRINCIPAL AMOUNTS OF THE COMMITTED ADVANCES
THEN OUTSTANDING MADE BY EACH OF THEM (OR IF NO COMMITTED ADVANCES ARE
42
AT THE TIME OUTSTANDING OR IF INTERESTS IN ANY COMMITTED ADVANCES ARE HELD BY
PERSONS WHICH ARE NOT LENDERS, RATABLY ACCORDING TO THE RESPECTIVE AMOUNTS OF
THEIR COMMITMENTS), FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS,
LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR
DISBURSEMENTS OF 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 ADVICE IN RESPECT OF RIGHTS