UPON THE REQUEST OF AGENT, SET OFF AGAINST THE
OBLIGATIONS, ANY AMOUNTS OWING BY SUCH LENDER TO ANY BORROWER OR ANY DEPOSIT
ACCOUNTS OF ANY BORROWER NOW OR HEREAFTER MAINTAINED WITH SUCH LENDER.
ANYTHING
IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, EACH OF THE LENDERS FURTHER
AGREES THAT IT SHALL NOT, UNLESS SPECIFICALLY REQUESTED TO DO SO BY AGENT, TAKE
ANY ACTION TO PROTECT OR ENFORCE ITS RIGHTS ARISING OUT OF THIS AGREEMENT OR THE
OTHER DOCUMENTS, IT BEING THE INTENT OF LENDERS THAT ANY SUCH ACTION TO PROTECT
OR ENFORCE RIGHTS UNDER THIS AGREEMENT AND THE OTHER DOCUMENTS SHALL BE TAKEN IN
CONCERT AND AT THE DIRECTION OR WITH THE CONSENT OF AGENT OR REQUIRED LENDERS.
XV.
BORROWING AGENCY.
15.1.
BORROWING AGENCY PROVISIONS.
(A)
EACH BORROWER HEREBY IRREVOCABLY DESIGNATES BORROWING AGENT TO BE
ITS ATTORNEY AND AGENT AND IN SUCH CAPACITY TO BORROW, SIGN AND ENDORSE NOTES,
AND EXECUTE AND DELIVER ALL INSTRUMENTS, DOCUMENTS, WRITINGS AND FURTHER
ASSURANCES NOW OR HEREAFTER REQUIRED HEREUNDER, ON BEHALF OF SUCH BORROWER OR
BORROWERS, AND HEREBY AUTHORIZES AGENT TO PAY OVER OR CREDIT ALL LOAN PROCEEDS
HEREUNDER IN ACCORDANCE WITH THE REQUEST OF BORROWING AGENT.
(B)
THE HANDLING OF THIS CREDIT FACILITY AS A CO-BORROWING FACILITY
WITH A BORROWING AGENT IN THE MANNER SET FORTH IN THIS AGREEMENT IS SOLELY AS AN
ACCOMMODATION TO BORROWERS AND AT THEIR REQUEST.
NEITHER AGENT NOR ANY LENDER
SHALL INCUR LIABILITY TO BORROWERS AS A RESULT THEREOF.
TO INDUCE AGENT AND
LENDERS TO DO SO AND IN CONSIDERATION THEREOF, EACH BORROWER HEREBY INDEMNIFIES
AGENT AND EACH LENDER AND HOLDS AGENT AND EACH LENDER HARMLESS FROM AND AGAINST
ANY AND ALL LIABILITIES, EXPENSES, LOSSES, DAMAGES AND CLAIMS OF DAMAGE OR
INJURY ASSERTED AGAINST AGENT OR ANY LENDER BY ANY PERSON ARISING FROM OR
INCURRED BY REASON OF THE HANDLING OF THE FINANCING ARRANGEMENTS OF BORROWERS AS
PROVIDED HEREIN, RELIANCE BY AGENT OR ANY LENDER ON ANY REQUEST OR INSTRUCTION
FROM BORROWING AGENT OR ANY OTHER ACTION TAKEN BY AGENT OR ANY LENDER WITH
RESPECT TO THIS SECTION 15.1 EXCEPT DUE TO WILLFUL MISCONDUCT OR GROSS (NOT
MERE) NEGLIGENCE BY THE INDEMNIFIED PARTY (AS DETERMINED BY A COURT OF COMPETENT
JURISDICTION IN A FINAL AND NON-APPEALABLE JUDGMENT).
(C)
ALL OBLIGATIONS SHALL BE JOINT AND SEVERAL, AND EACH BORROWER
SHALL MAKE PAYMENT UPON THE MATURITY OF THE OBLIGATIONS BY ACCELERATION OR
OTHERWISE, AND SUCH OBLIGATION AND LIABILITY ON THE PART OF EACH BORROWER SHALL
IN NO WAY BE AFFECTED BY ANY EXTENSIONS, RENEWALS AND FORBEARANCE GRANTED BY
AGENT OR ANY LENDER TO ANY BORROWER, FAILURE OF AGENT OR ANY LENDER TO GIVE ANY
BORROWER NOTICE OF BORROWING OR ANY OTHER NOTICE, ANY FAILURE OF AGENT OR ANY
LENDER TO PURSUE OR PRESERVE ITS RIGHTS AGAINST ANY BORROWER, THE RELEASE BY
AGENT OR ANY LENDER OF ANY COLLATERAL NOW OR THEREAFTER ACQUIRED FROM ANY
BORROWER, AND SUCH AGREEMENT BY EACH BORROWER TO PAY UPON ANY NOTICE ISSUED
PURSUANT THERETO IS UNCONDITIONAL AND UNAFFECTED BY
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PRIOR RECOURSE BY AGENT OR