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
89
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 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, 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