AS A PERCENTAGE) EQUAL TO A
FRACTION THE NUMERATOR OF WHICH IS THE THEN OUTSTANDING AMOUNT OF THE RELEVANT
OBLIGATIONS OWED SUCH SECURED CREDITOR AND THE DENOMINATOR OF WHICH IS THE THEN
OUTSTANDING AMOUNT OF ALL OBLIGATIONS.
12
(C)
ALL PAYMENTS REQUIRED TO BE MADE TO THE (I)
LENDER CREDITORS HEREUNDER SHALL BE MADE TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF THE RESPECTIVE LENDER CREDITORS AND (II) INTEREST RATE CREDITORS
HEREUNDER SHALL BE MADE TO THE PAYING AGENT UNDER THE APPLICABLE SECURED
INTEREST RATE AGREEMENT OR, IN THE CASE OF SECURED INTEREST RATE AGREEMENTS
WITHOUT A PAYING AGENT, DIRECTLY TO THE APPLICABLE INTEREST RATE CREDITOR.
(D)
FOR PURPOSES OF APPLYING PAYMENTS RECEIVED
IN ACCORDANCE WITH THIS SECTION 9, THE PLEDGEE AND THE COLLATERAL AGENT SHALL BE
ENTITLED TO RELY UPON (I) THE ADMINISTRATIVE AGENT FOR A DETERMINATION (WHICH
THE ADMINISTRATIVE AGENT AGREES TO PROVIDE UPON REQUEST TO THE PLEDGEE AND THE
COLLATERAL AGENT) OF THE OUTSTANDING CREDIT DOCUMENT OBLIGATIONS AND (II) ANY
INTEREST RATE CREDITOR FOR A DETERMINATION (WHICH EACH INTEREST RATE CREDITOR
AGREES TO PROVIDE UPON REQUEST TO THE PLEDGEE AND THE COLLATERAL AGENT) OF THE
OUTSTANDING INTEREST RATE OBLIGATIONS OWED TO SUCH INTEREST RATE CREDITOR.
UNLESS IT HAS ACTUAL KNOWLEDGE (INCLUDING BY WAY OF WRITTEN NOTICE FROM A
SECURED CREDITOR) TO THE CONTRARY, THE ADMINISTRATIVE AGENT UNDER THE CREDIT
AGREEMENT, IN FURNISHING INFORMATION PURSUANT TO THE PRECEDING SENTENCE, AND THE
PLEDGEE AND THE COLLATERAL AGENT, IN ACTING HEREUNDER, SHALL BE ENTITLED TO
ASSUME THAT (X) NO CREDIT DOCUMENT OBLIGATIONS OTHER THAN PRINCIPAL, INTEREST
AND REGULARLY ACCRUING FEES ARE OWING TO ANY LENDER CREDITOR AND (Y) NO SECURED
INTEREST RATE AGREEMENTS OR INTEREST RATE OBLIGATIONS WITH RESPECT THERETO ARE
IN EXISTENCE.
(E)
IT IS UNDERSTOOD THAT EACH PLEDGOR SHALL
REMAIN JOINTLY AND SEVERALLY LIABLE TO THE EXTENT OF ANY DEFICIENCY BETWEEN (X)
THE AMOUNT OF THE OBLIGATIONS FOR WHICH IT IS LIABLE DIRECTLY OR AS A GUARANTOR
THAT ARE SATISFIED WITH PROCEEDS OF THE COLLATERAL AND (Y) THE AGGREGATE
OUTSTANDING AMOUNT OF THE OBLIGATIONS.
10.
PURCHASERS OF COLLATERAL.
Upon any sale of
the Collateral by the Pledgee hereunder (whether by virtue of the power of sale
herein granted, pursuant to judicial process or otherwise), the receipt of the
Pledgee or the officer making the sale shall be a sufficient discharge to the
purchaser or purchasers of the Collateral so sold, and such purchaser or
purchasers shall not be obligated to see to the application of any part of the
purchase money paid over to the Pledgee or such officer or be answerable in any
way for the misapplication or nonapplication thereof.
11.
INDEMNITY.
Each Pledgor jointly and
severally agrees (i) to indemnify and hold harmless the Pledgee and the other
Secured Creditors from and against any and all claims, demands, losses,
judgments and liabilities (including liabilities for penalties) of whatsoever
kind or nature, and (ii) to reimburse the Pledgee for all reasonable
out-of-pocket costs and expenses, including reasonable attorneys' fees, arising
in connection with any amendment, waiver