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, 9.12 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 FOR THE ACCOUNT OF
AGENT OR LENDERS OR ANY OF THEM PURSUANT TO THIS AGREEMENT TO THE EXTENT NOT
ALREADY PAID.
ANY PAYMENT MADE PURSUANT TO ANY SUCH DEMAND SHALL PRO TANTO
SATISFY THE RELEVANT BORROWER'S OBLIGATIONS TO MAKE PAYMENTS FOR THE ACCOUNT OF
LENDERS OR THE RELEVANT ONE OR MORE OF THEM PURSUANT TO THIS AGREEMENT.
14.11.
NO RELIANCE ON AGENT'S CUSTOMER IDENTIFICATION PROGRAM.
EACH LENDER
ACKNOWLEDGES AND AGREES THAT NEITHER SUCH LENDER, NOR ANY OF ITS AFFILIATES,
PARTICIPANTS OR ASSIGNEES, MAY RELY ON THE AGENT TO CARRY OUT SUCH LENDER'S,
AFFILIATE'S, PARTICIPANT'S OR ASSIGNEE'S CUSTOMER IDENTIFICATION PROGRAM, OR
OTHER OBLIGATIONS REQUIRED OR IMPOSED UNDER OR PURSUANT TO THE USA PATRIOT ACT
OR THE REGULATIONS THEREUNDER, INCLUDING THE REGULATIONS CONTAINED IN 31 CFR
103.121 (AS HEREAFTER AMENDED OR REPLACED, THE "CIP REGULATIONS"), OR ANY OTHER
ANTI-TERRORISM LAW, INCLUDING ANY PROGRAMS INVOLVING ANY OF THE FOLLOWING ITEMS
RELATING TO OR IN CONNECTION WITH ANY BORROWER, ITS AFFILIATES OR ITS AGENTS,
THIS AGREEMENT, THE OTHER
85
DOCUMENTS OR THE TRANSACTIONS HEREUNDER OR CONTEMPLATED HEREBY: (1) ANY IDENTITY
VERIFICATION PROCEDURES, (2) ANY RECORD-KEEPING, (3) COMPARISONS WITH GOVERNMENT
LISTS, (4) CUSTOMER NOTICES OR (5) OTHER PROCEDURES REQUIRED UNDER THE CIP
REGULATIONS OR SUCH OTHER LAWS.
14.12.
OTHER AGREEMENTS.
EACH OF THE LENDERS AGREES THAT IT SHALL NOT,
WITHOUT THE EXPRESS CONSENT OF AGENT, AND THAT IT SHALL, TO THE EXTENT IT IS
LAWFULLY ENTITLED TO DO SO,