TAKING SUCH ACTION,
WITH RESPECT TO SUCH DEFAULT OR EVENT OF DEFAULT AS IT SHALL DEEM ADVISABLE OR
IN THE BEST INTERESTS OF LENDERS.
SECTION 10.12
SUCCESSOR AGENT.
AGENT MAY RESIGN AT ANY TIME BY GIVING
WRITTEN NOTICE THEREOF TO THE LENDERS AND BORROWERS.
UPON ANY SUCH RESIGNATION,
REQUIRED LENDERS SHALL HAVE THE RIGHT TO APPOINT A SUCCESSOR AGENT.
IF NO
SUCCESSOR AGENT SHALL HAVE BEEN SO APPOINTED BY REQUIRED LENDERS, AND SHALL HAVE
ACCEPTED SUCH APPOINTMENT, WITHIN THIRTY (30) DAYS AFTER THE RETIRING AGENT
GIVES NOTICE OF RESIGNATION, THEN THE RETIRING AGENT MAY, ON BEHALF OF LENDERS,
APPOINT A SUCCESSOR AGENT, WHICH SHALL BE AN INSTITUTION ORGANIZED OR LICENSED
UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR OF ANY STATE THEREOF.
UPON
THE ACCEPTANCE OF ITS APPOINTMENT AS AGENT HEREUNDER BY A SUCCESSOR AGENT, SUCH
SUCCESSOR AGENT SHALL THEREUPON SUCCEED TO AND BECOME VESTED WITH ALL THE RIGHTS
AND DUTIES OF THE RETIRING AGENT, AND THE RETIRING AGENT SHALL BE DISCHARGED
FROM ITS DUTIES AND OBLIGATIONS HEREUNDER.
AFTER ANY RETIRING AGENT'S
RESIGNATION HEREUNDER AS AGENT, THE PROVISIONS OF THIS ARTICLE SHALL INURE TO
ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT WHILE IT WAS
AGENT.
SECTION 10.13
DISBURSEMENTS OF REVOLVING LOANS;
PAYMENT.
(A)
REVOLVING LOAN ADVANCES, PAYMENTS AND
SETTLEMENTS; INTEREST AND FEE PAYMENTS.
(I)
AGENT SHALL HAVE THE RIGHT, ON BEHALF OF LENDERS, TO DISBURSE
FUNDS TO BORROWERS FOR ALL REVOLVING LOANS REQUESTED BY BORROWERS PURSUANT TO
THE TERMS OF THIS AGREEMENT.
ABSENT THE PRIOR RECEIPT BY AGENT OF A WRITTEN
NOTICE FROM ANY LENDER PURSUANT TO WHICH SUCH LENDER NOTIFIES AGENT THAT SUCH
LENDER SHALL CEASE MAKING REVOLVING LOANS (WHETHER DUE TO THE EXISTENCE OF A
DEFAULT OR EVENT OF DEFAULT OR OTHERWISE), AGENT SHALL BE CONCLUSIVELY ENTITLED
TO ASSUME, FOR PURPOSES OF THE PRECEDING SENTENCE, THAT EACH LENDER WILL FUND
ITS PRO RATA SHARE OF ALL REVOLVING LOANS REQUESTED BY BORROWERS.
EACH LENDER
SHALL REIMBURSE AGENT ON DEMAND, IN ACCORDANCE WITH THE PROVISIONS OF THE
IMMEDIATELY FOLLOWING PARAGRAPH, FOR ALL FUNDS DISBURSED ON ITS BEHALF BY AGENT
PURSUANT TO THE FIRST SENTENCE OF THIS CLAUSE (I), OR IF AGENT SO REQUESTS, EACH
LENDER WILL REMIT TO AGENT ITS PRO RATA SHARE OF ANY REVOLVING LOAN BEFORE AGENT
DISBURSES THE SAME TO BORROWERS.
IF AGENT ELECTS TO REQUIRE THAT EACH LENDER
MAKE FUNDS AVAILABLE TO AGENT, PRIOR TO A DISBURSEMENT BY AGENT TO BORROWERS,
AGENT SHALL ADVISE EACH LENDER BY TELEPHONE, FACSIMILE OR E-MAIL OF THE AMOUNT
OF SUCH LENDER'S PRO RATA SHARE OF THE REVOLVING LOAN REQUESTED BY BORROWERS NO
LATER THAN NOON (CHICAGO TIME)
ON THE DATE OF FUNDING OF SUCH REVOLVING LOAN, AND EACH SUCH LENDER SHALL PAY
AGENT ON SUCH DATE SUCH LENDER'S PRO RATA SHARE OF SUCH REQUESTED REVOLVING
LOAN, IN SAME DAY FUNDS, BY WIRE TRANSFER TO THE PAYMENT ACCOUNT, OR SUCH OTHER
ACCOUNT AS MAY BE IDENTIFIED IN WRITING BY AGENT TO LENDERS FROM TIME TO TIME.
IF ANY LENDER FAILS TO