OF THEIR RESPECTIVE PARTICIPATIONS THEREIN IS THEREAFTER SET ASIDE,
AVOIDED OR RECOVERED FROM THE AGENT IN CONNECTION WITH ANY RECEIVERSHIP,
LIQUIDATION OR BANKRUPTCY PROCEEDING, THE REVOLVING CREDIT LENDERS SHALL, UPON
DEMAND BY THE AGENT, PAY TO THE AGENT THEIR RESPECTIVE PRO RATA SHARES OF SUCH
AMOUNT SET ASIDE, AVOIDED OR RECOVERED, TOGETHER WITH INTEREST AT THE RATE
REQUIRED TO BE PAID BY THE AGENT UPON THE AMOUNT REQUIRED TO BE REPAID BY IT.
UNLESS THE AGENT RECEIVES NOTICE FROM THE BORROWERS PRIOR TO THE DATE ON WHICH
ANY PAYMENT IS DUE TO THE REVOLVING CREDIT LENDERS THAT THE BORROWERS WILL NOT
MAKE SUCH PAYMENT IN FULL AS AND WHEN REQUIRED, THE AGENT MAY ASSUME THAT THE
BORROWERS HAVE MADE SUCH PAYMENT IN FULL TO THE AGENT ON SUCH DATE IN
IMMEDIATELY AVAILABLE FUNDS AND THE AGENT MAY (BUT SHALL NOT BE SO REQUIRED), IN
RELIANCE UPON SUCH ASSUMPTION, DISTRIBUTE TO EACH REVOLVING CREDIT LENDER ON
SUCH DUE DATE AN AMOUNT EQUAL TO THE AMOUNT THEN DUE SUCH REVOLVING CREDIT
LENDER.
IF AND TO THE EXTENT THE BORROWERS HAVE NOT MADE SUCH PAYMENT IN FULL
TO THE AGENT, EACH REVOLVING CREDIT LENDER SHALL REPAY TO THE AGENT ON DEMAND
SUCH AMOUNT DISTRIBUTED TO SUCH REVOLVING CREDIT LENDER, TOGETHER WITH INTEREST
THEREON AT THE FEDERAL FUNDS RATE FOR EACH DAY FROM THE DATE SUCH AMOUNT IS
DISTRIBUTED TO SUCH REVOLVING CREDIT LENDER UNTIL THE DATE REPAID.
86
(D)
INDEMNIFICATION BY LENDERS.
TO THE EXTENT NOT REIMBURSED BY THE
BORROWERS AND WITHOUT LIMITING THE OBLIGATIONS OF THE BORROWERS HEREUNDER, THE
REVOLVING CREDIT LENDERS AGREE TO INDEMNIFY THE LETTER OF CREDIT ISSUER RATABLY
IN ACCORDANCE WITH THEIR RESPECTIVE PRO RATA SHARES, FOR ANY AND ALL
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
COSTS, EXPENSES (INCLUDING ATTORNEYS' FEES) OR DISBURSEMENTS OF ANY KIND AND
NATURE WHATSOEVER THAT MAY BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE
LETTER OF CREDIT ISSUER IN ANY WAY RELATING TO OR ARISING OUT OF ANY LETTER OF
CREDIT OR THE TRANSACTIONS CONTEMPLATED THEREBY OR ANY ACTION TAKEN OR OMITTED
BY THE LETTER OF CREDIT ISSUER UNDER ANY LETTER OF CREDIT OR ANY LOAN DOCUMENT
IN CONNECTION THEREWITH; PROVIDED THAT NO REVOLVING CREDIT LENDER SHALL BE
LIABLE FOR ANY OF THE FOREGOING TO THE EXTENT IT ARISES FROM THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PERSON TO BE INDEMNIFIED.
WITHOUT
LIMITATION OF THE FOREGOING, EACH REVOLVING CREDIT LENDER AGREES TO REIMBURSE
THE LETTER OF CREDIT ISSUER PROMPTLY UPON DEMAND FOR ITS PRO RATA SHARE OF ANY
COSTS OR EXPENSES PAYABLE BY THE BORROWERS TO THE LETTER OF CREDIT ISSUER, TO
THE EXTENT THAT THE LETTER OF CREDIT ISSUER IS NOT PROMPTLY REIMBURSED FOR SUCH
COSTS AND EXPENSES BY THE BORROWERS.
THE AGREEMENT CONTAINED IN THIS SECTION
SHALL SURVIVE PAYMENT IN FULL OF ALL OTHER OBLIGATIONS.
12.17
Concerning the Collateral and the Related Loan Documents.
Each
Lender authorizes and directs the Agent to enter into the other Loan Documents
and the Intercreditor Agreement, for the ratable benefit and