AND CUSTOMARY FEES ASSOCIATED WITH ANY TRANSFERS, AMENDMENTS,
DRAWINGS, NEGOTIATIONS OR REISSUANCES OF ANY LETTERS OF CREDIT.
(C)
REIMBURSEMENT OBLIGATIONS OF BORROWER.
IF EITHER ADMINISTRATIVE
AGENT SHALL MAKE A PAYMENT TO AN LC ISSUER PURSUANT TO A SUPPORT AGREEMENT, OR
ANY LENDER SHALL NOTIFY ADMINISTRATIVE AGENT THAT IT HAS MADE PAYMENT IN RESPECT
OF A LENDER LETTER OF CREDIT, (I) BORROWER SHALL PROMPTLY REIMBURSE
ADMINISTRATIVE AGENT OR SUCH LENDER, AS APPLICABLE, FOR THE AMOUNT OF SUCH
PAYMENT AND (II) BORROWER SHALL BE DEEMED TO HAVE IMMEDIATELY REQUESTED THAT
LENDERS MAKE A REVOLVING LOAN, WHICH SHALL BE A BASE RATE LOAN, IN A PRINCIPAL
AMOUNT EQUAL TO THE AMOUNT OF SUCH PAYMENT (BUT SOLELY TO THE EXTENT BORROWER
SHALL HAVE FAILED TO DIRECTLY REIMBURSE ADMINISTRATIVE AGENT OR, WITH RESPECT TO
LENDER LETTERS OF CREDIT, THE APPLICABLE LC ISSUER, FOR THE AMOUNT OF SUCH
PAYMENT).
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY LENDERS OF ANY SUCH DEEMED
REQUEST AND EACH LENDER HEREBY AGREES TO MAKE AVAILABLE TO ADMINISTRATIVE AGENT
NOT LATER THAN NOON (CHICAGO TIME) ON THE BUSINESS DAY FOLLOWING SUCH
NOTIFICATION FROM ADMINISTRATIVE AGENT SUCH LENDER'S PRO RATA SHARE OF SUCH
REVOLVING LOAN.
EACH LENDER HEREBY ABSOLUTELY AND UNCONDITIONALLY AGREES TO
FUND SUCH LENDER'S PRO RATA SHARE OF THE LOAN DESCRIBED IN THE IMMEDIATELY
PRECEDING SENTENCE, UNAFFECTED BY ANY CIRCUMSTANCE WHATSOEVER, INCLUDING
(WITHOUT LIMITATION) (A) THE OCCURRENCE AND CONTINUANCE OF A DEFAULT OR EVENT OF
DEFAULT, (B) THE FACT THAT, WHETHER BEFORE OR AFTER GIVING EFFECT TO THE MAKING
OF ANY SUCH REVOLVING LOAN, THE REVOLVING LOAN OUTSTANDINGS EXCEED OR WILL
EXCEED THE REVOLVING LOAN LIMIT AND/OR (C) THE NON-SATISFACTION OF ANY
CONDITIONS SET FORTH IN SECTION 8.2.
ADMINISTRATIVE AGENT HEREBY AGREES TO
APPLY THE GROSS PROCEEDS OF EACH REVOLVING LOAN DEEMED MADE PURSUANT TO THIS
SECTION 2.9(C) IN SATISFACTION OF BORROWER'S REIMBURSEMENT OBLIGATIONS ARISING
PURSUANT TO
30
THIS SECTION 2.9(C).
BORROWER SHALL PAY INTEREST, ON DEMAND, ON ALL AMOUNTS SO
PAID BY ADMINISTRATIVE AGENT FOR EACH DAY UNTIL BORROWER REIMBURSES
ADMINISTRATIVE AGENT THEREFOR AT A RATE PER ANNUM EQUAL TO THE THEN CURRENT
INTEREST RATE APPLICABLE TO REVOLVING LOANS (WHICH ARE BASE RATE LOANS) FOR SUCH
DAY.
(D)
REIMBURSEMENT AND OTHER PAYMENTS BY BORROWER.
THE OBLIGATIONS OF
BORROWER TO REIMBURSE ADMINISTRATIVE AGENT AND/OR THE APPLICABLE LC ISSUER
PURSUANT TO SECTION 2.9(C) SHALL BE ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE, AND
SHALL BE PERFORMED STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT,
UNDER ALL CIRCUMSTANCES WHATSOEVER, INCLUDING THE FOLLOWING:
(I)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF, OR ANY AMENDMENT OR
WAIVER OF OR ANY CONSENT TO DEPARTURE FROM, ANY LETTER OF CREDIT OR ANY RELATED
DOCUMENT;
(II)
THE EXISTENCE OF ANY CLAIM, SET-OFF, DEFENSE OR OTHER RIGHT WHICH
BORROWER MAY HAVE AT ANY TIME AGAINST THE BENEFICIARY OF ANY LETTER OF CREDIT,
LC ISSUER (INCLUDING ANY CLAIM FOR IMPROPER PAYMENT), ADMINISTRATIVE AGENT, ANY
LENDER OR ANY OTHER PERSON, WHETHER IN CONNECTION WITH ANY FINANCING DOCUMENT OR
ANY UNRELATED TRANSACTION, PROVIDED THAT NOTHING HEREIN SHALL PREVENT THE
ASSERTION OF ANY SUCH CLAIM BY