WITH RESPECT TO THE CREDITWORTHINESS OR
FINANCIAL CONDITIONS OF THE BORROWERS, ANY GUARANTOR OR ANY OF THEIR
SUBSIDIARIES. EACH CREDITOR PARTY ACKNOWLEDGES THAT IT HAS, INDEPENDENTLY AND
WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT OR ANY OTHER CREDITOR PARTY, AND
BASED UPON SUCH INFORMATION AND DOCUMENTS AS IT HAS DEEMED APPROPRIATE, MADE ITS
OWN
87
CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS CREDIT AGREEMENT, THE OTHER LOAN
DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY.
13.4.2
CLOSING DOCUMENTATION, ETC.
FOR PURPOSES OF DETERMINING COMPLIANCE
WITH THE CONDITIONS SET FORTH IN SECTION 7, EACH CREDITOR PARTY THAT HAS
EXECUTED THIS CREDIT AGREEMENT SHALL BE DEEMED TO HAVE CONSENTED TO, APPROVED OR
ACCEPTED, OR TO BE SATISFIED WITH, EACH DOCUMENT AND MATTER EITHER SENT, OR MADE
AVAILABLE, BY THE ADMINISTRATIVE AGENT TO SUCH CREDITOR PARTY FOR CONSENT,
APPROVAL, ACCEPTANCE OR SATISFACTION, OR REQUIRED THEREUNDER TO BE CONSENTED TO
OR APPROVED BY OR ACCEPTABLE OR SATISFACTORY TO SUCH CREDITOR PARTY.
13.5
PAYMENTS.
13.5.1
PAYMENTS TO ADMINISTRATIVE AGENT.
A PAYMENT BY THE BORROWERS TO THE
ADMINISTRATIVE AGENT HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS FOR THE
ACCOUNT OF ANY CREDITOR PARTY SHALL CONSTITUTE A PAYMENT TO SUCH CREDITOR PARTY.
THE ADMINISTRATIVE AGENT AGREES PROMPTLY TO DISTRIBUTE TO EACH CREDITOR PARTY
SUCH CREDITOR PARTY'S PRO RATA SHARE OF PAYMENTS RECEIVED BY THE ADMINISTRATIVE
AGENT FOR THE ACCOUNT OF SUCH CREDITOR PARTY EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS.
13.5.2
DISTRIBUTION BY ADMINISTRATIVE AGENT.
IF IN THE OPINION OF THE
ADMINISTRATIVE AGENT THE DISTRIBUTION OF ANY AMOUNT RECEIVED BY IT IN SUCH
CAPACITY HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS MIGHT EXPOSE IT TO
ANY LIABILITY, IT MAY REFRAIN FROM MAKING DISTRIBUTION UNTIL ITS RIGHT TO MAKE
DISTRIBUTION SHALL HAVE BEEN ADJUDICATED BY A COURT OF COMPETENT JURISDICTION.
IF A COURT OF COMPETENT JURISDICTION SHALL ADJUDGE THAT ANY AMOUNT RECEIVED AND
DISTRIBUTED BY THE ADMINISTRATIVE AGENT IS TO BE REPAID, EACH PERSON TO WHOM ANY
SUCH DISTRIBUTION SHALL HAVE BEEN MADE SHALL EITHER REPAY TO THE ADMINISTRATIVE
AGENT ITS PROPORTIONATE SHARE OF THE AMOUNT SO ADJUDGED TO BE REPAID OR SHALL
PAY OVER THE SAME IN SUCH MANNER AND TO SUCH PERSONS AS SHALL BE DETERMINED BY
SUCH COURT.
13.5.3
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 ADMINISTRATIVE AGENT ITS PRO RATA
SHARE OF ANY LOAN, TO ACQUIRE ITS PRO RATA SHARE OF ANY SWINGLINE LOAN, OR TO
PAY ANY LETTER OF CREDIT PARTICIPATION IN ACCORDANCE WITH THE TERMS OF THIS
CREDIT AGREEMENT OR (II) TO COMPLY WITH THE PROVISIONS OF SECTION 12 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