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 (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY OTHERWISE
INDEMNIFIED MATTER ARISING FROM AGENT'S NEGLIGENCE OR STRICT LIABILITY BUT NOT
AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT); 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, 9.13 AND 9.14 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
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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