WIRE INSTRUCTIONS DELIVERED
BY SUCH LENDER TO ADMINISTRATIVE AGENT, AS THE SAME MAY BE MODIFIED FROM TIME TO
TIME BY WRITTEN NOTICE TO ADMINISTRATIVE AGENT; PROVIDED, THAT, IN THE CASE SUCH
LENDER IS A DEFAULTED LENDER, ADMINISTRATIVE AGENT SHALL BE ENTITLED TO SET OFF
THE FUNDING SHORT FALL AGAINST THAT DEFAULTED LENDER'S RESPECTIVE SHARE OF ALL
PAYMENTS RECEIVED FROM BORROWER.
(IV)
ON THE CLOSING DATE, ADMINISTRATIVE AGENT, ON BEHALF OF LENDERS,
MAY ELECT TO ADVANCE TO BORROWER THE FULL AMOUNT OF THE INITIAL LOANS TO BE MADE
ON THE CLOSING DATE PRIOR TO RECEIVING FUNDS FROM LENDERS, IN RELIANCE UPON EACH
LENDER'S COMMITMENT TO MAKE ITS PRO RATA SHARE OF SUCH LOANS TO BORROWER IN A
TIMELY MANNER ON SUCH DATE. IF ADMINISTRATIVE AGENT ELECTS TO ADVANCE THE
INITIAL LOANS TO BORROWER IN SUCH MANNER, ADMINISTRATIVE AGENT SHALL BE ENTITLED
TO RECEIVE ALL INTEREST THAT ACCRUES ON THE CLOSING DATE ON EACH LENDER'S PRO
RATA SHARE OF SUCH LOANS UNLESS ADMINISTRATIVE AGENT RECEIVES SUCH LENDER'S PRO
RATA SHARE OF SUCH LOANS BY 3:00 P.M. (CHICAGO TIME) ON THE CLOSING DATE.
(V)
THE PROVISIONS OF THIS SECTION 10.13(A) SHALL BE DEEMED TO BE
BINDING UPON ADMINISTRATIVE AGENT AND LENDERS NOTWITHSTANDING THE OCCURRENCE OF
ANY DEFAULT OR EVENT OF DEFAULT, OR ANY INSOLVENCY OR BANKRUPTCY PROCEEDING
PERTAINING TO BORROWER OR ANY OTHER CREDIT PARTY.
(B)
[RESERVED]
(C)
RETURN OF PAYMENTS.
(I)
IF ADMINISTRATIVE 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 ADMINISTRATIVE AGENT FROM BORROWER AND SUCH RELATED PAYMENT IS
NOT RECEIVED BY ADMINISTRATIVE AGENT, THEN ADMINISTRATIVE 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 ADMINISTRATIVE AGENT DETERMINES AT ANY TIME THAT ANY AMOUNT
RECEIVED BY ADMINISTRATIVE AGENT UNDER THIS AGREEMENT MUST BE RETURNED TO
BORROWER OR PAID TO ANY
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OTHER PERSON PURSUANT TO ANY INSOLVENCY LAW OR OTHERWISE, THEN, NOTWITHSTANDING
ANY OTHER TERM OR CONDITION OF THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT,
ADMINISTRATIVE AGENT WILL NOT BE REQUIRED TO DISTRIBUTE ANY PORTION THEREOF TO
ANY LENDER. IN ADDITION, EACH LENDER WILL REPAY TO ADMINISTRATIVE AGENT ON
DEMAND ANY PORTION OF SUCH AMOUNT THAT ADMINISTRATIVE AGENT HAS DISTRIBUTED TO
SUCH LENDER, TOGETHER WITH INTEREST AT SUCH RATE, IF ANY, AS ADMINISTRATIVE
AGENT IS REQUIRED TO PAY TO BORROWER 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 OTHER LENDER NOR ADMINISTRATIVE 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