TIME TO TIME BY WRITTEN NOTICE TO AGENT; PROVIDED,
THAT, IN THE CASE SUCH LENDER IS A DEFAULTED LENDER, AGENT SHALL BE ENTITLED TO
SET OFF THE FUNDING SHORT-FALL AGAINST THAT DEFAULTED LENDER'S RESPECTIVE SHARE
OF ALL PAYMENTS RECEIVED FROM BORROWERS.
(IV)
THE PROVISIONS OF THIS SECTION 10.13(A) SHALL BE DEEMED TO BE
BINDING UPON AGENT AND LENDERS NOTWITHSTANDING THE OCCURRENCE OF ANY DEFAULT OR
EVENT OF DEFAULT, OR ANY INSOLVENCY OR BANKRUPTCY PROCEEDING PERTAINING TO A
BORROWER OR ANY OTHER CREDIT PARTY.
(B)
TERM LOAN PRINCIPAL PAYMENTS.
PAYMENTS OF PRINCIPAL OF THE TERM
LOAN WILL BE SETTLED ON THE DATE OF RECEIPT IF RECEIVED BY AGENT ON THE FIRST
BUSINESS DAY OF A MONTH OR ON THE BUSINESS DAY IMMEDIATELY FOLLOWING THE DATE OF
RECEIPT IF RECEIVED ON ANY DAY OTHER THAN THE FIRST BUSINESS DAY OF A MONTH.
(C)
RETURN OF PAYMENTS.
(I)
IF AGENT PAYS AN AMOUNT TO A LENDER UNDER THIS AGREEMENT IN THE
BELIEF OR EXPECTATION THAT A RELATED PAYMENT HAS BEEN OR WILL BE RECEIVED BY
AGENT FROM BORROWERS AND SUCH RELATED PAYMENT IS NOT RECEIVED BY AGENT, THEN
AGENT WILL BE ENTITLED TO RECOVER SUCH AMOUNT FROM SUCH LENDER ON DEMAND WITHOUT
SETOFF, COUNTERCLAIM OR DEDUCTION OF ANY KIND, TOGETHER WITH INTEREST ACCRUING
ON A DAILY BASIS AT THE FEDERAL FUNDS RATE.
(II)
IF AGENT DETERMINES AT ANY TIME THAT ANY AMOUNT RECEIVED BY AGENT
UNDER THIS AGREEMENT MUST BE RETURNED TO BORROWERS OR PAID TO ANY OTHER PERSON
PURSUANT TO ANY INSOLVENCY LAW OR OTHERWISE, THEN, NOTWITHSTANDING ANY OTHER
TERM OR CONDITION OF THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT, AGENT WILL
NOT BE REQUIRED TO DISTRIBUTE ANY PORTION THEREOF TO ANY LENDER.
IN ADDITION,
EACH LENDER WILL REPAY TO AGENT ON DEMAND ANY PORTION OF SUCH AMOUNT THAT AGENT
HAS DISTRIBUTED TO SUCH LENDER, TOGETHER WITH INTEREST AT SUCH RATE, IF ANY, AS
AGENT IS REQUIRED TO PAY TO BORROWERS OR SUCH OTHER PERSON, WITHOUT SETOFF,
COUNTERCLAIM OR DEDUCTION OF ANY KIND.
(D)
DEFAULTED LENDERS.
THE FAILURE OF ANY DEFAULTED LENDER TO MAKE
ANY REVOLVING LOAN OR ANY PAYMENT REQUIRED BY IT HEREUNDER SHALL NOT RELIEVE ANY
OTHER LENDER OF ITS OBLIGATIONS TO MAKE SUCH REVOLVING LOAN OR PAYMENT, BUT
NEITHER ANY LENDER NOR AGENT SHALL BE RESPONSIBLE FOR THE FAILURE OF ANY
DEFAULTED LENDER TO MAKE A REVOLVING LOAN OR MAKE ANY OTHER PAYMENT REQUIRED
HEREUNDER.
NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, A
DEFAULTED LENDER SHALL NOT HAVE ANY VOTING OR CONSENT RIGHTS UNDER OR WITH
RESPECT TO ANY FINANCING DOCUMENT OR CONSTITUTE A "LENDER" (OR BE INCLUDED IN
THE CALCULATION OF "REQUIRED LENDERS" HEREUNDER) FOR ANY VOTING OR CONSENT
RIGHTS UNDER OR WITH RESPECT TO ANY FINANCING DOCUMENT.
SECTION 10.14
ADDITIONAL TITLED AGENTS.
EXCEPT FOR RIGHTS AND POWERS,
IF ANY,
EXPRESSLY RESERVED UNDER THIS AGREEMENT TO ANY BOOKRUNNER, ARRANGER OR
TO ANY TITLED AGENT NAMED ON THE COVER PAGE OF THIS AGREEMENT, OTHER THAN
ADMINISTRATIVE AGENT (COLLECTIVELY, THE "ADDITIONAL TITLED AGENTS"), AND EXCEPT
FOR OBLIGATIONS, LIABILITIES,