ANY GOVERNMENTAL AUTHORITY IN ANY JUDICIAL, ARBITRATION
OR GOVERNMENTAL PROCEEDING OR TO ANY AFFILIATE OF THE AGENT OR ANY LENDER ON A
CONFIDENTIAL AND NEED TO KNOW BASIS AND (IX) AS DISCLOSED IN CONNECTION WITH ANY
LITIGATION RELATED TO THIS AGREEMENT TO WHICH THE AGENT OR ANY LENDER IS A
PARTY.
FURTHER, EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, THE AGENT OR A
LENDER MAY DISCLOSE ANY SUCH INFORMATION TO ANY OTHER LENDER, ANY INDEPENDENT
PETROLEUM ENGINEERS OR CONSULTANTS, ANY INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS, ANY LEGAL COUNSEL EMPLOYED BY SUCH PERSON IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, INCLUDING WITHOUT LIMITATION, THE
ENFORCEMENT OR EXERCISE OF ALL RIGHTS AND REMEDIES THEREUNDER, OR ANY ASSIGNEE
OR PARTICIPANT (INCLUDING PROSPECTIVE ASSIGNEES AND PARTICIPANTS) IN THE LOANS,
OR ANY ACTUAL OR PROPOSED CONTRACTUAL COUNTERPARTY (OR ITS ADVISORS) TO ANY
SECURITIZATION, HEDGING OR OTHER DERIVATIVE TRANSACTION RELATING TO THE PARTIES'
OBLIGATIONS HEREUNDER; PROVIDED, HOWEVER, THAT THE AGENT OR THE LENDERS SHALL
RECEIVE A CONFIDENTIALITY AGREEMENT FROM THE PERSON TO WHOM SUCH INFORMATION IS
DISCLOSED SUCH THAT SAID PERSON SHALL HAVE THE SAME OBLIGATION TO MAINTAIN THE
CONFIDENTIALITY OF SUCH INFORMATION AS IS IMPOSED UPON THE AGENT OR THE LENDERS
HEREUNDER.
NOTWITHSTANDING ANYTHING TO THE CONTRARY PROVIDED HEREIN, THIS
OBLIGATION OF CONFIDENCE SHALL CEASE THREE YEARS FROM THE DATE THE INFORMATION
WAS FURNISHED, UNLESS THE BORROWER, THE GENERAL PARTNER AND THE GUARANTORS
REQUEST IN WRITING AT LEAST 30 DAYS PRIOR TO THE EXPIRATION OF SUCH THREE YEAR
PERIOD, TO MAINTAIN THE CONFIDENTIALITY OF SUCH INFORMATION FOR AN ADDITIONAL
THREE YEAR PERIOD.
EACH OF THE BORROWER, THE GENERAL PARTNER AND THE GUARANTORS
WAIVES ANY AND ALL OTHER RIGHTS IT MAY HAVE TO CONFIDENTIALITY AS AGAINST THE
AGENT AND THE LENDERS ARISING BY CONTRACT, AGREEMENT, STATUTE OR LAW EXCEPT AS
EXPRESSLY STATED IN THIS SECTION 12.15.
SECTION 12.16.
EXCULPATION PROVISIONS.
EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH NOTICE
AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT
IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND
KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS
BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE
NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF
THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY
ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING
THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY.
EACH PARTY HERETO
AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF
ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE
BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH