appoint a successor Administrative Agent. From and
following the expiration of such thirty (30) day period, Administrative Agent
shall have the exclusive right, upon one (1) Business Days' notice to Borrower
and Lenders, to make its resignation effective immediately. From and following
the effectiveness of such notice, (i) the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder and under the other
Financing Documents and (ii) all payments, communications and determinations
provided to be made by, to or through Administrative Agent shall instead be made
by or to each Lender directly, until such time as Required Lenders appoint a
successor Administrative Agent as provided for above in this paragraph. The
provisions of this Agreement shall continue in effect for the benefit of any
retiring Administrative Agent and its sub-agents after the effectiveness of its
resignation hereunder and under the other Financing Documents in respect of any
actions taken or omitted to be taken by any of them while the retiring
Administrative Agent was acting or was continuing to act as Administrative
Agent.
75
SECTION 10.13
DISBURSEMENTS OF REVOLVING LOANS; PAYMENT AND SHARING OF
PAYMENT.
(A)
REVOLVING LOAN ADVANCES, PAYMENTS AND SETTLEMENTS; INTEREST AND
FEE PAYMENTS.
(I)
ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT, ON BEHALF OF LENDERS
TO DISBURSE FUNDS TO BORROWER FOR ALL REVOLVING LOANS REQUESTED OR DEEMED
REQUESTED BY BORROWER PURSUANT TO THE TERMS OF THIS AGREEMENT REGARDLESS OF
WHETHER THE CONDITIONS PRECEDENT SET FORTH IN SECTION 7.2 ARE THEN SATISFIED,
INCLUDING THE EXISTENCE OF ANY DEFAULT OR EVENT OF DEFAULT EITHER BEFORE OR
AFTER GIVING EFFECT TO THE MAKING OF SUCH REVOLVING LOANS; PROVIDED, THAT
ADMINISTRATIVE AGENT SHALL NOT ADVANCE ANY REVOLVING LOAN PURSUANT TO THIS
CLAUSE (I) IF, TO THE KNOWLEDGE OF ADMINISTRATIVE AGENT, THE REVOLVING LOAN
OUTSTANDINGS EXCEED THE REVOLVING LOAN LIMIT, EITHER BEFORE OR AFTER GIVING
EFFECT TO THE MAKING OF ANY PROPOSED REVOLVING LOAN. ADMINISTRATIVE 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
BORROWER. EACH LENDER SHALL REIMBURSE ADMINISTRATIVE AGENT ON DEMAND, IN
ACCORDANCE WITH THE PROVISIONS OF THE IMMEDIATELY FOLLOWING PARAGRAPH, FOR ALL
FUNDS DISBURSED ON ITS BEHALF BY ADMINISTRATIVE AGENT PURSUANT TO THE FIRST
SENTENCE OF THIS CLAUSE (I), OR IF ADMINISTRATIVE AGENT SO REQUESTS, EACH LENDER
WILL REMIT TO ADMINISTRATIVE AGENT ITS PRO RATA SHARE OF ANY REVOLVING LOAN
BEFORE ADMINISTRATIVE AGENT DISBURSES THE SAME TO BORROWER. IF ADMINISTRATIVE
AGENT ELECTS TO REQUIRE THAT EACH LENDER MAKE FUNDS AVAILABLE TO ADMINISTRATIVE
AGENT, PRIOR TO A DISBURSEMENT BY ADMINISTRATIVE AGENT TO BORROWER,
ADMINISTRATIVE 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
BORROWER NO LATER THAN NOON (CHICAGO TIME) ON THE DATE OF FUNDING OF SUCH
REVOLVING LOAN, AND EACH SUCH LENDER SHALL PAY ADMINISTRATIVE AGENT ON SUCH DATE
SUCH LENDER'S PRO RATA SHARE OF SUCH REQUESTED REVOLVING LOAN, IN SAME DAY