THE OTHER LENDERS
WITH RESPECT TO THE COLLATERAL.
(B)
SUBJECT TO SECTION 17.8, 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 OF BORROWERS TO SUCH LENDER ARISING UNDER, OR RELATING TO, THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS, EXCEPT FOR ANY SUCH PROCEEDS OR PAYMENTS
RECEIVED BY SUCH LENDER FROM AGENT PURSUANT TO THE TERMS OF THIS AGREEMENT, OR
(II) PAYMENTS FROM AGENT PURSUANT TO THE TERMS OF THIS AGREEMENT, IN EACH CASE
IN EXCESS OF SUCH LENDER'S PRO RATA SHARE, SUCH LENDER SHALL PROMPTLY (1) TURN
THE SAME OVER TO AGENT, IN KIND, AND WITH SUCH ENDORSEMENTS AS MAY BE REQUIRED
TO NEGOTIATE THE SAME TO AGENT, OR IN SAME DAY FUNDS, AS APPLICABLE, FOR THE
ACCOUNT OF ALL OF THE LENDERS AND FOR APPLICATION TO THE OBLIGATIONS IN
ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THIS AGREEMENT, OR (2) PURCHASE,
WITHOUT RECOURSE OR WARRANTY, AN UNDIVIDED INTEREST AND PARTICIPATION IN THE
OBLIGATIONS OWED TO THE OTHER LENDERS SO THAT SUCH EXCESS PAYMENT RECEIVED SHALL
BE APPLIED RATABLY AS AMONG THE LENDERS IN ACCORDANCE WITH THEIR PRO RATA
SHARES; PROVIDED, HOWEVER, THAT IF ALL OR PART OF SUCH EXCESS PAYMENT RECEIVED
BY THE PURCHASING PARTY IS THEREAFTER RECOVERED FROM IT, THOSE PURCHASES OF
PARTICIPATIONS SHALL BE RESCINDED IN WHOLE OR IN PART, AS APPLICABLE, AND THE
APPLICABLE PORTION OF THE PURCHASE PRICE PAID THEREFOR SHALL BE RETURNED TO SUCH
PURCHASING PARTY, BUT WITHOUT INTEREST EXCEPT TO THE EXTENT THAT SUCH PURCHASING
PARTY IS REQUIRED TO PAY INTEREST IN CONNECTION WITH THE RECOVERY OF THE EXCESS
PAYMENT.
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17.13
AGENCY FOR PERFECTION.
AGENT AND EACH LENDER HEREBY
APPOINTS EACH OTHER LENDER AS AGENT FOR THE PURPOSE OF PERFECTING THE LIENS OF
THE LENDER GROUP IN ASSETS WHICH, IN ACCORDANCE WITH ARTICLE 9 OF THE UCC CAN BE
PERFECTED ONLY BY POSSESSION.
SHOULD ANY LENDER OBTAIN POSSESSION OF ANY SUCH
COLLATERAL, SUCH LENDER SHALL NOTIFY AGENT THEREOF, AND, PROMPTLY UPON AGENT'S
REQUEST THEREFOR SHALL DELIVER SUCH COLLATERAL TO AGENT OR IN ACCORDANCE WITH
AGENT'S INSTRUCTIONS.
17.14
PAYMENTS BY AGENT TO THE LENDERS.
ALL PAYMENTS TO BE MADE
BY AGENT TO THE LENDERS SHALL BE MADE BY BANK WIRE TRANSFER OR INTERNAL TRANSFER
OF IMMEDIATELY AVAILABLE FUNDS PURSUANT TO THE INSTRUCTIONS SET FORTH ON
SCHEDULE C-1, OR PURSUANT TO SUCH OTHER WIRE TRANSFER INSTRUCTIONS AS EACH PARTY
MAY DESIGNATE FOR ITSELF BY WRITTEN NOTICE TO AGENT.
CONCURRENTLY WITH EACH
SUCH PAYMENT, AGENT SHALL IDENTIFY WHETHER SUCH PAYMENT (OR ANY PORTION THEREOF)
REPRESENTS PRINCIPAL, PREMIUM OR INTEREST ON REVOLVING ADVANCES OR OTHERWISE.
17.15
CONCERNING THE COLLATERAL AND RELATED LOAN DOCUMENTS.
EACH MEMBER OF THE LENDER GROUP AUTHORIZES AND DIRECTS AGENT TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS RELATING TO THE COLLATERAL, FOR THE
RATABLE BENEFIT (SUBJECT TO SECTION 4.1) OF THE LENDER GROUP.
EACH MEMBER OF
THE LENDER GROUP AGREES THAT ANY ACTION TAKEN BY AGENT, REQUIRED LENDERS, OR