SHALL PAY OVER THE SAME IN SUCH MANNER AND TO SUCH
PERSONS AS SHALL BE DETERMINED BY SUCH COURT.
16.5.3
DELINQUENT LENDERS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, ANY
LENDER THAT FAILS (I) TO MAKE AVAILABLE TO THE AGENT ITS PRO RATA SHARE OF ANY
LOAN OR TO PURCHASE ANY LETTER OF CREDIT PARTICIPATION OR (II) TO COMPLY WITH
THE PROVISIONS OF §15 WITH RESPECT TO MAKING DISPOSITIONS AND ARRANGEMENTS WITH
THE OTHER LENDERS, WHERE SUCH LENDER'S SHARE OF ANY PAYMENT RECEIVED, WHETHER BY
SETOFF OR OTHERWISE, IS IN EXCESS OF ITS PRO RATA SHARE OF SUCH PAYMENTS DUE AND
PAYABLE TO ALL OF THE LENDERS, IN EACH CASE AS, WHEN AND TO THE FULL EXTENT
REQUIRED BY THE PROVISIONS OF THIS CREDIT AGREEMENT, SHALL BE DEEMED DELINQUENT
(A "DELINQUENT LENDER") AND SHALL BE DEEMED A DELINQUENT LENDER UNTIL SUCH TIME
AS SUCH DELINQUENCY IS SATISFIED.
A DELINQUENT LENDER SHALL BE DEEMED TO HAVE
ASSIGNED ANY AND ALL PAYMENTS DUE TO IT FROM THE BORROWERS, WHETHER ON ACCOUNT
OF OUTSTANDING LOANS, UNPAID REIMBURSEMENT OBLIGATIONS, INTEREST, FEES OR
OTHERWISE, TO THE REMAINING NONDELINQUENT LENDERS FOR APPLICATION TO, AND
REDUCTION OF, THEIR RESPECTIVE PRO RATA SHARES OF ALL OUTSTANDING LOANS AND
UNPAID REIMBURSEMENT OBLIGATIONS.
THE DELINQUENT LENDER HEREBY AUTHORIZES THE
AGENT TO DISTRIBUTE SUCH PAYMENTS TO THE NONDELINQUENT LENDERS IN PROPORTION TO
THEIR RESPECTIVE PRO RATA SHARES OF ALL OUTSTANDING LOANS AND UNPAID
REIMBURSEMENT OBLIGATIONS.
A DELINQUENT LENDER SHALL BE DEEMED TO HAVE
SATISFIED IN FULL A DELINQUENCY WHEN AND IF, AS A RESULT OF APPLICATION OF THE
ASSIGNED PAYMENTS TO ALL OUTSTANDING LOANS AND UNPAID REIMBURSEMENT OBLIGATIONS
OF THE NONDELINQUENT LENDERS, THE LENDERS' RESPECTIVE PRO RATA SHARES OF ALL
OUTSTANDING LOANS AND UNPAID REIMBURSEMENT OBLIGATIONS HAVE RETURNED TO THOSE IN
EFFECT IMMEDIATELY PRIOR TO SUCH DELINQUENCY AND WITHOUT GIVING EFFECT TO THE
NONPAYMENT CAUSING SUCH DELINQUENCY.
16.6
Holders of Notes.
The Agent may deem and treat the payee of any
Note or the purchaser of any Letter of Credit Participation as the absolute
owner or purchaser thereof for all purposes hereof until it shall have been
furnished in writing with a different name by such payee or by a subsequent
holder, assignee or transferee.
16.7
Indemnity.
The Lenders ratably agree hereby to indemnify and hold
harmless the Agent and its affiliates from and against any and all claims,
actions and suits (whether groundless or otherwise), losses, damages, costs,
expenses (including any expenses for which the Agent or such affiliate has not
been reimbursed by the Borrowers as required by §18), and liabilities of every
nature and character arising out of or related to this Credit Agreement, the
93
Notes, or any of the other Loan Documents or the transactions contemplated or
evidenced hereby or thereby, or the Agent's actions taken hereunder or
thereunder, except to the extent that any of the same shall be directly caused
by the willful misconduct or gross negligence of the Agent.
16.8
Agent as