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Receivables Funding And Administration Agreement

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Sectors: Manufacturing
Governing Law: United States
Effective Date: September 26, 2007
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Exhibit 10.2

EXECUTION COPY

RECEIVABLES FUNDING AND ADMINISTRATION AGREEMENT Dated as of September 26, 2007

by and among

REXNORD FUNDING LLC,

as Borrower,

THE FINANCIAL INSTITUTIONS SIGNATORY HERETO FROM TIME TO TIME,

as Lenders,

and

GENERAL ELECTRIC CAPITAL CORPORATION,

as a Lender, as Swing Line Lender and as Administrative Agent


Receivables Funding and Administration Agreement

TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INTERPRETATION 1 Section 1.01. Definitions 1 Section 1.02. Rules of Construction 1 ARTICLE II. AMOUNTS AND TERMS OF ADVANCES 2 Section 2.01. Advances 2 Section 2.02. Optional Changes in Aggregate Commitment 4 Section 2.03. Procedures for Making Advances 5 Section 2.04. Pledge and Release of Transferred Receivables 9 Section 2.05. Commitment Termination Date 9 Section 2.06. Interest; Charges 9 Section 2.07. Fees 10 Section 2.08. Application of Collections; Time and Method of Payments 11 Section 2.09. Capital Requirements; Additional Costs 16 Section 2.10. [RESERVED] 17 Section 2.11. Letter of Credit Facility 17 Section 2.12. Increase in Commitments 24 ARTICLE III. CONDITIONS PRECEDENT 25 Section 3.01. Conditions to Effectiveness of Agreement 25 Section 3.02. Conditions Precedent to All Advances and Letter of Credit Obligations 27 ARTICLE IV. REPRESENTATIONS AND WARRANTIES 28 Section 4.01. Representations and Warranties of the Borrower 28 ARTICLE V. GENERAL COVENANTS OF THE BORROWER 37 Section 5.01. Affirmative Covenants of the Borrower 37 Section 5.02. Reporting Requirements of the Borrower 39 Section 5.03. Negative Covenants of the Borrower 40 ARTICLE VI. ACCOUNTS 43 Section 6.01. Establishment of Accounts 43


Receivables Funding and Administration Agreement i ARTICLE VII. GRANT OF SECURITY INTERESTS 46 Section 7.01. Borrower' s Grant of Security Interest 46 Section 7.02. Borrower' s Agreements 47 Section 7.03. Delivery of Collateral 47 Section 7.04. Borrower Remains Liable 48 Section 7.05. Covenants of the Borrower Regarding the Borrower Collateral 48 ARTICLE VIII. TERMINATION EVENTS 51 Section 8.01. Termination Events 51 ARTICLE IX. REMEDIES 55 Section 9.01. Actions Upon Termination Event 55 Section 9.02. Exercise of Remedies 56 Section 9.03. Power of Attorney 56 Section 9.04. Continuing Security Interest 57 ARTICLE X. INDEMNIFICATION 57 Section 10.01. Indemnities by the Borrower 57 ARTICLE XI. ADMINISTRATIVE AGENT 59 Section 11.01. Authorization and Action 59 Section 11.02. Reliance 60 Section 11.03. GE Capital and Affiliates 60 Section 11.04. Lender Credit Decision 61 Section 11.05. Indemnification 61 Section 11.06. Successor Administrative Agent 61 Section 11.07. Setoff and Sharing of Payments 62 ARTICLE XII. MISCELLANEOUS 63 Section 12.01. Notices 63 Section 12.02. Binding Effect; Assignability 64 Section 12.03. Termination; Survival of Borrower Obligations Upon Commitment Termination Date 66 Section 12.04. Costs, Expenses and Taxes 67 Section 12.05. Confidentiality 68 Section 12.06. Complete Agreement; Modification of Agreement 70 Section 12.07. Amendments and Waivers 70 Section 12.08. No Waiver; Remedies 71 Section 12.09. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL 72 Section 12.10. Counterparts 73 Section 12.11. Severability 73


Receivables Funding and Administration Agreement ii Section 12.12. Section Titles 74 Section 12.13. Further Assurances 74 Section 12.14. No Proceedings 75 Section 12.15. Limitation on Payments 75

EXHIBITS Exhibit 2.01(a)(ii)-A Form of Tranche A Revolving Note Exhibit 2.01(a)(ii)-B Form of Tranche B Revolving Note Exhibit 2.01(b)(ii) Form of Swing Line Note Exhibit 2.02(a) Form of Commitment Reduction Notice Exhibit 2.02(b) Form of Commitment Termination Notice Exhibit 2.03(a) Form of Borrowing Request Exhibit 2.03(h) Form of Repayment Notice Exhibit 5.02(b) Form of Borrowing Base Certificate Exhibit 9.03 Form of Power of Attorney Exhibit 12.02(b) Form of Assignment Agreement Exhibit A Credit and Collection Policy Exhibit B-1 Application for Standby Letter of Credit or Direct Pay Letter of Credit Exhibit B-2 Application for Documentary Letter of Credit Schedule 4.01(b) Jurisdiction of organization/organizational number; Executive Offices; Collateral Locations; Corporate or Other Names Schedule 4.01(i) Tax Matters/Borrower Schedule 4.01(q) Deposit and Disbursement Accounts/Borrower Schedule 4.01(v) Supplementary Representations Schedule 5.03(b) Existing Liens Annex 5.02(a) Reporting Requirements of the Borrower (including Forms of Monthly Report, Weekly Report and Daily Report) Annex W Administrative Agent' s Account/Lenders' Accounts Annex X Definitions and Interpretations Annex Y Schedule of Documents Annex Z Special Concentration Percentages


Receivables Funding and Administration Agreement iii

THIS RECEIVABLES FUNDING AND ADMINISTRATION AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, the " Agreement" ) is entered into as of September 26, 2007 by and among REXNORD FUNDING LLC, a Delaware limited liability company (the " Borrower" ), the financial institutions signatory hereto from time to time as lenders (the " Lenders" ), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as a Lender, as swing line lender (in such capacity, the " Swing Line Lender" ) and as administrative agent for the Lenders hereunder (in such capacity, the " Administrative Agent" ).

RECITALS

A. The Borrower is a special purpose limited liability company the sole member of which is RBS Global, Inc. (in such capacity, the " Member" ).

B. The Borrower has been formed for the purpose of purchasing, or otherwise acquiring by capital contribution, Receivables of the Originators party to the Sale Agreement.

C. The Borrower intends to fund its purchases of the Receivables, in part, by borrowing Advances and obtaining Letters of Credit hereunder and pledging all of its right, title and interest in and to the Receivables as security therefor, and, subject to the terms and conditions hereof, the Lenders intend to make such Advances and incur Letter of Credit Obligations, from time to time, as described herein.

D. The Administrative Agent has been requested and is willing to act as administrative agent on behalf of each of the Lenders in connection with the making and financing of such Advances and the incurrence of such Letter of Credit Obligations.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS AND INTERPRETATION Section 1.01. Definitions . Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Annex X .

Section 1.02. Rules of Construction . For purposes of this Agreement, the rules of construction set forth in Annex X shall govern. All Appendices hereto, or expressly identified to this Agreement, are incorporated herein by reference and, taken together with this Agreement, shall constitute but a single agreement.


Receivables Funding and Administration Agreement

ARTICLE II.

AMOUNTS AND TERMS OF ADVANCES

Section 2.01. Advances . (a) Revolving Credit Advances . (i) From and after the Effective Date and until the Commitment Termination Date and subject to the terms and conditions hereof, each Lender (other than the Swing Line Lender) severally agrees to make its Pro Rata Share of (i) Tranche A advances (each such advance hereunder, a " Tranche A Revolving Credit Advance" ) and (ii) Tranche B advances (each such advance hereunder, a " Tranche B Revolving Credit Advance" and together with the Tranche A Revolving Credit Advances, the " Revolving Credit Advances" ) to the Borrower from time to time. The Outstanding Principal Amount of all Advances shall not at any time exceed the lesser of (x) the Aggregate Commitment and (y) the sum of the Tranche A Borrowing Base and the Tranche B Borrowing Base. The Outstanding Principal Amount of Revolving Credit Advances made by each Lender shall not exceed such Lender' s Commitment. The Outstanding Principal Amount of all Tranche A Revolving Credit Advances shall not at any time exceed the Tranche A Borrowing Base. The Outstanding Principal Amount of Tranche A Revolving Credit Advances made by each Lender shall not exceed such Lender' s Pro Rata Share of the Tranche A Borrowing Base. The Outstanding Principal Amount of all Tranche B Revolving Credit Advances shall not at any time exceed the Tranche B Borrowing Base. The Outstanding Principal Amount of Tranche B Revolving Credit Advances made by each Lender shall not exceed such Lender' s Pro Rata Share of the Tranche B Borrowing Base. Except to the extent provided in Section 2.06(c) , no Lender shall make any Revolving Credit Advances if, after giving effect thereto, a Funding Excess would exist. The Borrower may from time to time borrow, repay and reborrow Revolving Credit Advances hereunder on the terms and conditions set forth herein.

(ii) The Borrower shall execute and deliver to each Lender (other than the Swing Line Lender) that makes a request therefor, (a) a note to evidence the Tranche A Revolving Credit Advances which may be made hereunder from time to time by such Lender and (b) a note to evidence the Tranche B Revolving Credit Advances which may be made hereunder from time to time by such Lender. Each such note shall be (x) in the principal amount of the applicable Commitment of the applicable Lender, (y) dated as of the date of issuance thereof, and (z) substantially in the form of Exhibit 2.01(a)(ii)-A (each, a " Tranche A Revolving Note" ) or Exhibit 2.01(a)(ii)-B (each, a " Tranche B Revolving Note" ). Each Tranche A Revolving Note shall represent the obligation of the Borrower to pay the amount of each Lender' s Commitment or, if less, the Lender' s Pro Rata Share of the aggregate Outstanding Principal Amount of all outstanding Tranche A Revolving Credit Advances made to the Borrower, together with interest thereon as prescribed in Section 2.06 . Each Tranche B Revolving Note shall represent the obligation of the Borrower to pay the amount of the applicable Lender' s Pro Rata Share of the aggregate Outstanding Principal Amount of all outstanding Tranche B Revolving Credit Advances made to the Borrower, together with interest thereon as prescribed in Section 2.06 . The Outstanding Principal Amount of Revolving Credit Advances and all other accrued and unpaid Borrower Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date.


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(b) Swing Line Advances . (i) From and after the Effective Date and until the Commitment Termination Date and subject to the terms and conditions hereof, the Swing Line Lender agrees to make advances (each such advance hereunder, a " Swing Line Advance" ) to the Borrower from time to time. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Swing Line Lender shall not make any Swing Line Advance, if after giving effect thereto, a Tranche A Funding Excess would exist. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has received at least one Business Day' s prior written notice from the Lenders instructing it not to make a Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 3.01 or 3.02 , be entitled to fund such Swing Line Advance, and to have the Lenders make Tranche A Revolving Credit Advances in accordance with Section 2.01(b)(iii) or purchase participating interests in accordance with Section 2.01(b)(iv) . The Borrower shall repay the aggregate outstanding principal amount of the Swing Line Loan in full in immediately available funds on the Commitment Termination Date.

(ii) The Borrower shall execute and deliver to the Swing Line Lender a note to evidence the Swing Line Loan. Such note shall be in the principal amount of the Swing Line Commitment, dated the Closing Date and substantially in the form of Exhibit 2.01(b)(ii) (the " Swing Line Note" ). The Swing Line Note shall represent the obligation of the Borrower to pay the Swing Line Loan, together with interest thereon as prescribed in Section 2.06 . The Swing Line Loan and all other accrued and unpaid Borrower Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date.

(iii) The Swing Line Lender, at any time and from time to time no less frequently than once per month, shall on behalf of the Borrower (and the Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Lender (excluding the Swing Line Lender) to make a Tranche A Revolving Credit Advance to the Borrower in an amount equal to such Lender' s Pro Rata Share of the principal amount of the Swing Line Loan (the " Refunded Swing Line Loan" ) outstanding on the date such notice is given. Unless the Commitment Termination Date has occurred (in which event the procedures of subsection (iv) below shall apply) and regardless of whether the conditions precedent set forth in Sections 3.01 and 3.02 to the making of a Tranche A Revolving Credit Advance are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Tranche A Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date on which such notice is given; provided that (i) no Lender shall be required to make such a Tranche A Revolving Credit Advance if the Swing Line Advance to be financed was made in violation of the fourth sentence of Section 2.01(b)(i) and the Tranche A Funding Excess resulting therefrom has not yet been cured, (ii) no Lender shall be required to make such a Tranche A Revolving Credit Advance if, after giving effect to such Tranche A


Receivables Funding and Administration Agreement 3

Revolving Credit Advance, the Outstanding Principal Amount of the Revolving Credit Advances made by such Lender would exceed such Lender' s Commitment and (iii) no Lender shall be required to make such a Revolving Credit Advance after the Final Advance Date. The proceeds of such Tranche A Revolving Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan.

(iv) If, prior to refunding a Swing Line Loan with a Tranche A Revolving Credit Advance pursuant to Section 2.01(b)(iii) , the Commitment Termination Date or one of the events described in Sections 8.01(d) or (e) has occurred, then, subject to the provisions of Section 2.01(b)(v) below, each Lender shall, on the date such Tranche A Revolving Credit Advance was to have been made for the benefit of the Borrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request by the Swing Line Lender, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (v) Each Lender' s obligation to make Tranche A Revolving Credit Advances in accordance with Section 2.01(b)(iii) and to purchase participation interests in accordance with Section 2.01(b)(iv) shall, except to the extent described in the proviso set forth in the second to last sentence of Section 2.01(b)(iii) , be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Termination Event or Incipient Termination Event; (C) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time; or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available to the Administrative Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 2.01(b)(iii) or (b)(iv) , as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

Section 2.02. Optional Changes in Aggregate Commitment .

(a) So long as no Incipient Termination Event or Termination Event shall have occurred and be continuing, the Borrower may, not more than twice during each calendar year, reduce the Aggregate Commitment permanently; provided , that (i) the Borrower shall give ten Business Days' prior written notice of any such reduction to the Administrative Agent substantially in the form of Exhibit 2.02(a) (each such notice, a " Commitment Reduction Notice" ), (ii) any partial reduction of the Aggregate Commitment shall be in a minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess of $10,000,000 and (iii) no such


Receivables Funding and Administration Agreement 4

partial reduction shall reduce the Aggregate Commitment below the greater of (x) the Outstanding Principal Amount at such time and (y) $50,000,000. Any such reduction in the Aggregate Commitment shall result in (i) a reduction in each Lender' s Commitment in an amount equal to such Lender' s Pro Rata Share of the amount by which the Aggregate Commitment is being reduced and (ii) a proportional reduction in the L/C Sublimit, the Swing Line Commitment and the Tranche B Sublimit; provided , however , that no such partial reduction shall reduce the L/C Sublimit below the aggregate outstanding amount of Letter of Credit Obligations or reduce the Swing Line Commitment below the aggregate amount of the Swing Line Loan.

(b) The Borrower may, at any time, on at least 30 days' prior written notice by the Borrower to the Administrative Agent, irrevocably terminate the Aggregate Commitment; provided , that (i) such notice of termination shall be substantially in the form of Exhibit 2.02(b) (the " Commitment Termination Notice" ) and (ii) the Borrower shall reduce the aggregate outstanding amount of Advances to zero, cash collateralize or provide a back-up letter of credit with respect to all Letter of Credit Obligations in accordance with Section 2.11 , and make all payments required by Section 2.03(h) at the time and in the manner specified therein. Upon such termination, the Borrower' s right to request that (1) any Lender make Revolving Credit Advances or incur Letter of Credit Obligations or (2) the Swing Line Lender make Swing Line Advances hereunder, shall in each case simultaneously terminate and the Commitment Termination Date shall automatically occur.

(c) Each written notice required to be delivered pursuant to Sections 2.02(a) and (b) shall be irrevocable and shall be effective (i) on the day of receipt if received by the Administrative Agent and the Lenders not later than 4:00 p.m. (New York time) on any Business Day and (ii) on the immediately succeeding Business Day if received by the Administrative Agent and the Lenders after such time on such Business Day or if any such notice is received on a day other than a Business Day (regardless of the time of day such notice is received). Each such notice of termination or reduction shall specify, respectively, the amount of, or the amount of the proposed reduction in, the Aggregate Commitment.

Section 2.03. Procedures for Making Advances .

(a) Borrowing Requests . Except as provided in Sections 2.06(c) and 2.11(b)(ii) , each Borrowing shall be made upon notice by the Borrower to the Administrative Agent in the manner provided herein. Any such notice must be given in writing so that it is received no later than (1) 11:00 a.m. (New York time) on the Business Day of the proposed Advance Date set forth therein. Each Borrowing requested pursuant to a Borrowing Request shall be (a) in the form of a Swing Line Advance until such Swing Line Advance is refunded or otherwise refinanced in accordance with Section 2.01(b)(iii) or (b)(iv) or (b) in the form of Tranche B Revolving Credit Advances. Each request for a Borrowing (a " Borrowing Request" ) shall (i) be substantially in the form of Exhibit 2.03(a) , (ii) be irrevocable and (iii) specify the amount of the requested Borrowing (which shall be in a minimum amount of $500,000) and the proposed Advance Date (which shall be a Business Day), and shall include such other information as may be required by the Lenders and the Administrative Agent. The


Receivables Funding and Administration Agreement 5

Administrative Agent shall review the Borrowing Base Certificate delivered in connection with each Borrowing Request to confirm whether a Funding Excess exists or would exist after giving effect to the Borrowing requested in the related Borrowing Request. If, in connection with such review, the Administrative Agent determines that a Funding Excess exists or would exist after giving effect to the Borrowing requested in the related Borrowing Request, the Administrative Agent shall promptly notify each Lender thereof. Unless a LIBOR Rate Disruption Event shall have occurred, each Advance shall be a LIBOR Rate Advance. (b) Advances; Payments .

(i) (A) The Administrative Agent shall, promptly after receipt of a Borrowing Request and in any event prior to 12:00 noon (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify (i) the Swing Line Lender of its receipt of a Borrowing Request relating to a request for Swing Line Advances or (ii) the Lenders of its receipt of a Borrowing Request relating to a request for Tranche B Revolving Credit Advances, and (B) (i) the Swing Line Lender (in the case of Swing Line Advance) or (ii) the Lenders (in the case of Tranche B Revolving Credit Advances) shall make the amount of such Swing Line Advance or Tranche B Revolving Credit Advances, as applicable, available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent' s account as set forth in Annex W not later than 3:00 p.m. (New York time) on the requested Advance Date. After receipt of such wire transfers (or, in the Administrative Agent' s sole discretion in accordance with Section 2.03(c) , before receipt of such wire transfers), subject to the terms hereof (including, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02 ), the Administrative Agent shall make available to the Borrower by deposit into the Borrower Account (or, in the case of Revolving Credit Advances made pursuant to Section 2.11(b)(ii) , shall apply in accordance with such Section) on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) (i) in the case of any requested Swing Line Advance, the amount of Tranche A Funding Availability and (ii) in the case of any requested Tranche B Revolving Credit Advances, the amount of Tranche B Funding Availability. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind.

(ii) On each Interest Payment Date, the Administrative Agent will advise each Lender (other than the Swing Line Lender) by telephone or telecopy of the amount of such Lender' s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each applicable Revolving Credit Advance. Provided that such Lender has made all payments required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Related Documents as of such Interest Payment Date, the Administrative Agent will pay to each Lender such Lender' s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Revolving Credit Advance, paid by the Borrower since the previous Interest Payment Date for the benefit of that Lender. Such payments shall be made by wire transfer to such Lender' s account (as specified by such Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Interest Payment Date.


Receivables Funding and Administration Agreement 6

(iii) On each Interest Payment Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Interest Payment Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender' s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Interest Payment Date.

(c) Availability of Lenders' Advances . The Administrative Agent may assume that each Lender (other than the Swing Line Lender) will make its Pro Rata Share of each Borrowing of Revolving Credit Advances available to the Administrative Agent on each Advance Date. If the Administrative Agent has made available to the Borrower such Lender' s Pro Rata Share of any such Borrowing but such Pro Rata Share is not, in fact, paid to the Administrative Agent by such Lender when due, the Administrative Agent will be entitled to recover such amount on demand from such Lender without set-off, counterclaim or deduction of any kind. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon the Administrative Agent' s demand, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately repay such amount to the Administrative Agent. Nothing in this Section 2.03(c) or elsewhere in this Agreement or the other Related Documents shall be deemed to require the Administrative Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder. To the extent that the Administrative Agent advances funds to the Borrower on behalf of any Lender and is not reimbursed therefor on the same Business Day as such Revolving Credit Advance is made, the Administrative Agent shall be entitled to retain for its account all interest accrued on such Revolving Credit Advance from the date of such Revolving Credit Advance to the date such Revolving Credit Advance is reimbursed by the applicable Lender.

(d) Return of Payments . (i) If the 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 the Administrative Agent from the Borrower and such related payment is not received by the Administrative Agent, then the Administrative Agent will be entitled to recover such amount from such Lender on demand without set-off, counterclaim or deduction of any kind.

(ii) If at any time any amount received by the Administrative Agent under this Agreement must be returned to the Borrower 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 Related Document, the Administrative Agent will not be required to distribute any portion thereof to any Lender. In addition, each


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Lender will repay to the Administrative Agent on demand any portion of such amount that the Administrative Agent has distributed to such Lender, together with interest at such rate, if any, as the Administrative Agent is required to pay to the Borrower or such other Person, without set-off, counterclaim or deduction of any kind. (e) Non-Funding Lenders . The failure of any Lender (each such Lender, a " Non-Funding Lender" ) to make any Revolving Credit Advanc
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