OR ASSIGNEE'S
CUSTOMER IDENTIFICATION PROGRAM, OR OTHER OBLIGATIONS REQUIRED OR IMPOSED UNDER
OR PURSUANT TO THE USA PATRIOT ACT OR THE REGULATIONS THEREUNDER, OR ANY OTHER
ANTI-TERRORISM LAW, INCLUDING ANY PROGRAMS INVOLVING ANY OF THE FOLLOWING ITEMS
RELATING TO OR IN CONNECTION WITH BORROWER, ITS AFFILIATES OR ITS AGENTS, THE
LOAN DOCUMENTS OR THE LOANS HEREUNDER:
(1) ANY IDENTITY VERIFICATION
PROCEDURES, (2) ANY RECORDKEEPING, (3) ANY COMPARISONS WITH GOVERNMENT LISTS,
(4) ANY CUSTOMER NOTICES, OR (5) ANY OTHER PROCEDURES REQUIRED UNDER THE
APPLICABLE LAWS.
12.5
WACHOVIA AND AFFILIATES.
WITH RESPECT TO ITS COMMITMENTS, THE
ADVANCES MADE BY IT AND THE NOTES ISSUED TO IT, WACHOVIA SHALL HAVE THE SAME
RIGHTS AND POWERS UNDER THE LOAN DOCUMENTS AS ANY OTHER LENDER AND MAY EXERCISE
THE SAME AS THOUGH IT WERE NOT AN AGENT; AND THE TERM "LENDER" SHALL, UNLESS
OTHERWISE EXPRESSLY INDICATED, INCLUDE WACHOVIA IN ITS CAPACITY AS A LENDER
UNDER THIS AGREEMENT.
WACHOVIA AND ITS AFFILIATES MAY ACCEPT DEPOSITS FROM,
LEND MONEY TO, ACT AS TRUSTEE UNDER INDENTURES OF, ACCEPT INVESTMENT BANKING
ENGAGEMENTS FROM AND GENERALLY ENGAGE IN ANY KIND OF BUSINESS WITH, BORROWER AND
ANY OTHER LENDER, ANY OF THEIR RESPECTIVE SUBSIDIARIES AND ANY PERSON WHO MAY DO
BUSINESS WITH OR OWN SECURITIES OF ANY SUCH PERSON, ALL AS IF WACHOVIA WERE NOT
AGENT AND WITHOUT ANY DUTY TO ACCOUNT THEREFOR TO ANY PERSON.
12.6
LENDER CREDIT DECISION.
EACH LENDER ACKNOWLEDGES THAT IT HAS,
INDEPENDENTLY AND WITHOUT RELIANCE UPON AGENT OR ANY OTHER LENDER AND BASED ON
THE FINANCIAL STATEMENTS OF BORROWER 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 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.
12.7
INDEMNIFICATION.
(A)
EACH LENDER SEVERALLY AGREES TO INDEMNIFY AGENT (TO THE EXTENT NOT
PROMPTLY REIMBURSED BY BORROWER) FROM AND AGAINST SUCH LENDER'S PRO RATA SHARE
OF ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE
WHATSOEVER THAT MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST AGENT IN ANY
WAY RELATING TO OR ARISING OUT OF THE LOAN DOCUMENTS OR ANY ACTION TAKEN OR
OMITTED BY AGENT UNDER THE LOAN DOCUMENTS; PROVIDED, HOWEVER, THAT NO LENDER
SHALL BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS
RESULTING FROM AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
WITHOUT
LIMITATION OF THE FOREGOING, EACH LENDER AGREES TO REIMBURSE AGENT PROMPTLY UPON
DEMAND FOR ITS PRO RATA SHARE OF ANY COSTS AND EXPENSES (INCLUDING, WITHOUT
LIMITATION, ATTORNEYS' FEES AND EXPENSES) PAYABLE BY BORROWER UNDER THIS
AGREEMENT, TO THE EXTENT THAT AGENT IS NOT PROMPTLY REIMBURSED FOR SUCH COSTS
AND EXPENSES BY BORROWER.
THE FAILURE OF ANY LENDER TO REIMBURSE