ANY DEFAULT OR EVENT OF DEFAULT
HEREUNDER OR UNDER THE OTHER DOCUMENTS, UNLESS AGENT HAS RECEIVED NOTICE FROM A
LENDER OR BORROWING AGENT REFERRING TO THIS AGREEMENT OR THE OTHER DOCUMENTS,
DESCRIBING SUCH DEFAULT OR EVENT OF DEFAULT AND STATING THAT SUCH NOTICE IS A
88
"NOTICE OF DEFAULT".
IN THE EVENT THAT AGENT RECEIVES SUCH A NOTICE, AGENT
SHALL GIVE NOTICE THEREOF TO LENDERS.
AGENT SHALL TAKE SUCH ACTION WITH RESPECT
TO SUCH DEFAULT OR EVENT OF DEFAULT AS SHALL BE REASONABLY DIRECTED BY THE
REQUIRED LENDERS; PROVIDED, THAT, UNLESS AND UNTIL AGENT SHALL HAVE RECEIVED
SUCH DIRECTIONS, AGENT MAY (BUT SHALL NOT BE OBLIGATED TO) TAKE SUCH ACTION, OR
REFRAIN FROM TAKING SUCH ACTION, WITH RESPECT TO SUCH DEFAULT OR EVENT OF
DEFAULT AS IT SHALL DEEM ADVISABLE IN THE BEST INTERESTS OF LENDERS.
14.7.
INDEMNIFICATION.
TO THE EXTENT AGENT IS NOT
REIMBURSED AND INDEMNIFIED BY BORROWERS, EACH LENDER WILL REIMBURSE AND
INDEMNIFY AGENT IN PROPORTION TO ITS RESPECTIVE PORTION OF THE ADVANCES (OR, IF
NO ADVANCES ARE OUTSTANDING, ACCORDING TO ITS COMMITMENT PERCENTAGE), 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 AGENT
IN PERFORMING ITS DUTIES HEREUNDER, OR IN ANY WAY RELATING TO OR ARISING OUT OF
THIS AGREEMENT OR ANY OTHER DOCUMENT; PROVIDED THAT, LENDERS SHALL NOT BE LIABLE
FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING FROM
AGENT'S GROSS (NOT MERE) NEGLIGENCE OR WILLFUL MISCONDUCT (AS DETERMINED BY A
COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT).
14.8.
AGENT IN ITS INDIVIDUAL CAPACITY.
WITH RESPECT TO
THE OBLIGATION OF AGENT TO LEND UNDER THIS AGREEMENT, THE ADVANCES MADE BY IT
SHALL HAVE THE SAME RIGHTS AND POWERS HEREUNDER AS ANY OTHER LENDER AND AS IF IT
WERE NOT PERFORMING THE DUTIES AS AGENT SPECIFIED HEREIN; AND THE TERM "LENDER"
OR ANY SIMILAR TERM SHALL, UNLESS THE CONTEXT CLEARLY OTHERWISE INDICATES,
INCLUDE AGENT IN ITS INDIVIDUAL CAPACITY AS A LENDER.
AGENT MAY ENGAGE IN
BUSINESS WITH ANY BORROWER AS IF IT WERE NOT PERFORMING THE DUTIES SPECIFIED
HEREIN, AND MAY ACCEPT FEES AND OTHER CONSIDERATION FROM ANY BORROWER FOR
SERVICES IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE WITHOUT HAVING TO
ACCOUNT FOR THE SAME TO LENDERS.
14.9.
DELIVERY OF DOCUMENTS.
TO THE EXTENT AGENT
RECEIVES FINANCIAL STATEMENTS REQUIRED UNDER SECTIONS 9.7, 9.8, 9.9, 9.12 AND
9.13 OR BORROWING BASE CERTIFICATES FROM ANY BORROWER PURSUANT TO THE TERMS OF
THIS AGREEMENT WHICH ANY BORROWER IS NOT OBLIGATED TO DELIVER TO EACH LENDER,
AGENT WILL PROMPTLY FURNISH SUCH DOCUMENTS AND INFORMATION TO LENDERS.
14.10.
BORROWERS' UNDERTAKING TO AGENT.
WITHOUT PREJUDICE TO
THEIR RESPECTIVE OBLIGATIONS TO LENDERS UNDER THE OTHER PROVISIONS OF THIS
AGREEMENT, EACH BORROWER HEREBY UNDERTAKES WITH AGENT TO PAY TO AGENT FROM TIME
TO TIME ON DEMAND ALL AMOUNTS FROM TIME TO TIME DUE AND PAYABLE BY IT