ADVANCE AND
(IV) LETTERS OF CREDIT, LETTER OF CREDIT RIGHTS AND SUPPORTING OBLIGATIONS (AS
DEFINED IN THE US SECURITY AGREEMENT) ISSUED IN SUPPORT OF ACCOUNTS (AND,
FOLLOWING SUCH RELEASE, SUCH ASSETS SHALL NO LONGER CONSTITUTE "COLLATERAL" FOR
PURPOSES OF THE LOAN DOCUMENTS).
(C)
COLLATERAL AGENT SHALL HAVE NO OBLIGATION
WHATSOEVER TO ANY OF THE LENDERS TO ASSURE THAT THE COLLATERAL EXISTS OR IS
OWNED BY BORROWERS OR IS CARED FOR, PROTECTED, OR INSURED OR HAS BEEN
ENCUMBERED, OR THAT THE AGENT'S LIENS HAVE BEEN PROPERLY OR SUFFICIENTLY OR
LAWFULLY CREATED, PERFECTED, PROTECTED, OR ENFORCED OR ARE ENTITLED TO ANY
PARTICULAR PRIORITY, OR TO EXERCISE AT ALL OR IN ANY PARTICULAR MANNER OR UNDER
ANY DUTY OF CARE, DISCLOSURE OR FIDELITY, OR TO CONTINUE EXERCISING, ANY OF THE
RIGHTS, AUTHORITIES AND POWERS GRANTED OR AVAILABLE TO COLLATERAL AGENT PURSUANT
TO ANY OF THE LOAN DOCUMENTS, IT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF
THE COLLATERAL, OR ANY ACT, OMISSION, OR EVENT RELATED THERETO, SUBJECT TO THE
TERMS AND CONDITIONS CONTAINED HEREIN, COLLATERAL AGENT MAY ACT IN ANY MANNER IT
MAY DEEM APPROPRIATE, IN ITS SOLE DISCRETION GIVEN COLLATERAL AGENT'S OWN
INTEREST IN THE COLLATERAL IN ITS CAPACITY AS ONE OF THE LENDERS AND THAT
COLLATERAL AGENT SHALL HAVE NO OTHER DUTY OR LIABILITY WHATSOEVER TO ANY LENDER
AS TO ANY OF THE FOREGOING, EXCEPT AS OTHERWISE PROVIDED HEREIN.
15.13.
RESTRICTIONS ON ACTIONS BY LENDERS; SHARING OF PAYMENTS.
(A)
EACH OF THE LENDERS AGREES THAT IT SHALL
NOT, WITHOUT THE EXPRESS WRITTEN CONSENT OF ADMINISTRATIVE AGENT, AND THAT IT
SHALL, TO THE EXTENT IT IS LAWFULLY ENTITLED TO DO SO, UPON THE WRITTEN REQUEST
OF ADMINISTRATIVE AGENT AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT, SET OFF AGAINST THE OBLIGATIONS, ANY AMOUNTS OWING BY SUCH
LENDER TO BORROWERS OR ANY DEPOSIT ACCOUNTS OF BORROWERS NOW OR HEREAFTER
MAINTAINED WITH SUCH LENDER.
EACH OF THE LENDERS FURTHER AGREES THAT IT SHALL
NOT, UNLESS SPECIFICALLY
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REQUESTED TO DO SO IN WRITING BY ADMINISTRATIVE AGENT AFTER THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TAKE OR CAUSE TO BE TAKEN ANY
ACTION, INCLUDING, THE COMMENCEMENT OF ANY LEGAL OR EQUITABLE PROCEEDINGS, TO
FORECLOSE ANY LIEN ON, OR OTHERWISE ENFORCE ANY SECURITY INTEREST IN, ANY OF THE
COLLATERAL.
(B)
IF, AT ANY TIME OR TIMES ANY LENDER SHALL
RECEIVE (I) BY PAYMENT, FORECLOSURE, SETOFF, OR OTHERWISE, ANY PROCEEDS OF
COLLATERAL OR ANY PAYMENTS WITH RESPECT TO THE OBLIGATIONS, EXCEPT FOR ANY SUCH
PROCEEDS OR PAYMENTS RECEIVED BY SUCH LENDER FROM ANY AGENT PURSUANT TO THE
TERMS OF THIS AGREEMENT, OR (II) PAYMENTS FROM ANY AGENT IN EXCESS OF SUCH
LENDER'S RATABLE PORTION OF ALL SUCH DISTRIBUTIONS BY AGENTS, SUCH LENDER
PROMPTLY SHALL (1) TURN THE SAME OVER TO THE APPLICABLE AGENT, IN KIND, AND WITH
SUCH ENDORSEMENTS AS MAY BE REQUIRED TO NEGOTIATE THE SAME TO SUCH AGENT, OR IN
IMMEDIATELY AVAILABLE FUNDS, AS APPLICABLE, FOR THE ACCOUNT OF ALL OF THE
LENDERS AND FOR APPLICATION