TO THE EXTENT THAT 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BE RESCINDED IN WHOLE OR IN PART, AS APPLICABLE, AND THE APPLICABLE PORTION OF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.
15.14
AGENCY FOR PERFECTION. AGENT HEREBY APPOINTS EACH OTHER LENDER AS
ITS AGENT (AND EACH LENDER HEREBY ACCEPTS SUCH APPOINTMENT) FOR THE PURPOSE OF
PERFECTING THE AGENT'S LIENS IN ASSETS WHICH, IN ACCORDANCE WITH DIVISION 8 OR
DIVISION 9, AS APPLICABLE, OF THE CODE CAN BE PERFECTED ONLY BY POSSESSION OR
CONTROL. SHOULD ANY LENDER OBTAIN POSSESSION OR CONTROL OF ANY SUCH COLLATERAL,
SUCH LENDER SHALL NOTIFY AGENT THEREOF, AND, PROMPTLY UPON AGENT'S REQUEST
THEREFOR SHALL DELIVER POSSESSION OR CONTROL OF SUCH COLLATERAL TO AGENT OR IN
ACCORDANCE WITH AGENT'S INSTRUCTIONS.
15.15
PAYMENTS BY AGENT TO THE LENDERS. ALL PAYMENTS TO BE MADE BY AGENT
TO THE LENDERS SHALL BE MADE BY BANK WIRE TRANSFER OF IMMEDIATELY AVAILABLE
FUNDS PURSUANT TO SUCH 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, FEES, OR INTEREST OF THE OBLIGATIONS.
15.16
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. EACH MEMBER OF THE LENDER GROUP AGREES THAT ANY ACTION
TAKEN BY AGENT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS RELATING TO THE COLLATERAL AND THE EXERCISE BY AGENT OF ITS POWERS SET
FORTH THEREIN OR HEREIN, TOGETHER WITH SUCH OTHER POWERS THAT ARE REASONABLY
INCIDENTAL THERETO, SHALL BE BINDING UPON ALL OF THE LENDERS.
15.17
FIELD AUDITS AND EXAMINATION REPORTS; CONFIDENTIALITY; DISCLAIMERS
BY LENDERS; OTHER REPORTS AND INFORMATION. BY BECOMING A PARTY TO THIS
AGREEMENT, EACH LENDER:
(A)
IS DEEMED TO HAVE REQUESTED THAT AGENT FURNISH SUCH LENDER,
PROMPTLY AFTER IT BECOMES AVAILABLE, A COPY OF EACH FIELD AUDIT OR EXAMINATION
REPORT (EACH A "REPORT" AND COLLECTIVELY, "REPORTS") PREPARED BY OR AT THE
REQUEST OF AGENT, AND AGENT SHALL SO FURNISH EACH LENDER WITH SUCH REPORTS,
63
(B)
EXPRESSLY AGREES AND ACKNOWLEDGES THAT AGENT DOES NOT (I) MAKE ANY
REPRESENTATION OR WARRANTY AS TO THE ACCURACY OF ANY REPORT, AND (II) SHALL NOT
BE LIABLE FOR ANY INFORMATION CONTAINED IN ANY REPORT,
(C)
EXPRESSLY AGREES AND ACKNOWLEDGES THAT THE REPORTS ARE NOT
COMPREHENSIVE AUDITS OR EXAMINATIONS, THAT AGENT OR OTHER PARTY PERFORMING ANY
AUDIT OR EXAMINATION WILL INSPECT ONLY SPECIFIC INFORMATION REGARDING BORROWERS
AND WILL RELY SIGNIFICANTLY UPON THE BOOKS AND RECORDS OF BORROWERS AND THEIR
SUBSIDIARIES, AS WELL AS ON REPRESENTATIONS OF BORROWERS' PERSONNEL,
(D)
AGREES TO KEEP ALL REPORTS AND OTHER MATERIAL, NON-PUBLIC
INFORMATION REGARDING BORROWERS AND THEIR