OR
AGREEMENTS HEREIN OR IN ANY INSTRUMENT AT ANY TIME CONSTITUTING, OR INTENDED TO
CONSTITUTE, COLLATERAL SECURITY FOR THE NOTES OR TO INSPECT ANY OF THE
PROPERTIES, BOOKS OR RECORDS OF ANY BORROWER OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES.
THE AGENT SHALL NOT BE BOUND TO ASCERTAIN WHETHER ANY NOTICE,
CONSENT, WAIVER OR REQUEST DELIVERED TO IT BY ANY BORROWER OR ANY HOLDER OF ANY
OF THE NOTES SHALL HAVE BEEN DULY AUTHORIZED OR IS TRUE, ACCURATE AND COMPLETE.
THE AGENT HAS NOT MADE NOR DOES IT NOW MAKE ANY REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, NOR DOES IT ASSUME ANY LIABILITY TO THE LENDERS, WITH
RESPECT TO THE CREDIT WORTHINESS OR FINANCIAL CONDITIONS OF ANY BORROWER OR ANY
OF THEIR RESPECTIVE SUBSIDIARIES.
EACH LENDER ACKNOWLEDGES THAT IT HAS,
INDEPENDENTLY AND WITHOUT RELIANCE UPON THE AGENT OR ANY OTHER LENDER, AND BASED
UPON SUCH INFORMATION AND DOCUMENTS AS IT HAS DEEMED APPROPRIATE, MADE ITS OWN
CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS CREDIT AGREEMENT.
16.4.2
CLOSING DOCUMENTATION, ETC.
FOR PURPOSES OF DETERMINING COMPLIANCE
WITH THE CONDITIONS SET FORTH IN §12, EACH LENDER 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
AGENT TO SUCH LENDER FOR CONSENT, APPROVAL, ACCEPTANCE OR SATISFACTION, OR
REQUIRED THEREUNDER TO BE CONSENTED TO OR APPROVED BY OR ACCEPTABLE OR
SATISFACTORY TO SUCH LENDER, UNLESS AN OFFICER OF THE AGENT ACTIVE UPON THE
BORROWERS' ACCOUNT SHALL HAVE RECEIVED NOTICE FROM SUCH LENDER PRIOR TO THE
CLOSING DATE SPECIFYING SUCH LENDER'S OBJECTION THERETO AND SUCH OBJECTION SHALL
NOT HAVE BEEN WITHDRAWN BY NOTICE TO THE AGENT TO SUCH EFFECT ON OR PRIOR TO THE
CLOSING DATE.
16.5
Payments.
16.5.1
PAYMENTS TO AGENT.
A PAYMENT BY ANY BORROWER TO THE AGENT HEREUNDER
OR UNDER ANY OF THE OTHER LOAN DOCUMENTS FOR THE ACCOUNT OF ANY LENDER SHALL
CONSTITUTE A PAYMENT TO SUCH LENDER.
THE AGENT AGREES PROMPTLY (BUT IN NO CASE
LATER THAN TWO BUSINESS DAYS AFTER THE RECEIPT OF SUCH PAYMENTS BY THE AGENT) TO
DISTRIBUTE TO EACH LENDER SUCH LENDER'S PRO RATA SHARE OF PAYMENTS RECEIVED BY
THE AGENT FOR THE ACCOUNT OF
92
THE LENDERS EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN ANY OF THE OTHER
LOAN DOCUMENTS.
16.5.2
DISTRIBUTION BY AGENT.
IF IN THE OPINION OF THE AGENT THE
DISTRIBUTION OF ANY AMOUNT RECEIVED BY IT IN SUCH CAPACITY HEREUNDER, UNDER THE
NOTES OR UNDER ANY OF THE OTHER LOAN DOCUMENTS MIGHT INVOLVE IT IN 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 AGENT IS TO BE REPAID, EACH PERSON TO WHOM ANY SUCH DISTRIBUTION SHALL HAVE
BEEN MADE SHALL EITHER REPAY TO THE AGENT ITS PROPORTIONATE SHARE OF THE AMOUNT
SO ADJUDGED TO BE REPAID OR