ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY REVOLVING LENDERS OF ANY SUCH DEEMED
REQUEST AND EACH REVOLVING LENDER (OTHER THAN ANY SUCH REVOLVING LENDER THAT WAS
A NON-FUNDING REVOLVING LENDER AT THE TIME THE APPLICABLE SUPPORTED LETTER OF
CREDIT OR LENDER LETTER OF CREDIT WAS ISSUED) 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 REVOLVING LENDER'S
PRO RATA SHARE OF SUCH REVOLVING LOAN (CALCULATED TO DISREGARD ANY INTEREST OF
ANY NON-FUNDING REVOLVING LENDER IN THE REVOLVING LOANS).
EACH REVOLVING LENDER
(OTHER THAN ANY APPLICABLE NON-FUNDING REVOLVING LENDER SPECIFIED ABOVE) HEREBY
ABSOLUTELY AND UNCONDITIONALLY AGREES TO FUND SUCH REVOLVING LENDER'S PRO RATA
SHARE OF THE LOAN DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE, UNAFFECTED BY
ANY CIRCUMSTANCE WHATSOEVER, INCLUDING (WITHOUT LIMITATION) (I) THE OCCURRENCE
AND CONTINUANCE OF A DEFAULT OR EVENT OF DEFAULT, (II) 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 (III) THE NON-SATISFACTION OF ANY CONDITIONS SET FORTH IN SECTION 7.2.
ADMINISTRATIVE AGENT HEREBY AGREES TO APPLY THE GROSS PROCEEDS OF EACH REVOLVING
LOAN DEEMED MADE PURSUANT TO THIS SECTION 2.5(C) IN SATISFACTION OF BORROWERS'
REIMBURSEMENT OBLIGATIONS ARISING PURSUANT TO THIS SECTION 2.5(C).
THE
APPLICABLE BORROWER SHALL PAY INTEREST, ON DEMAND, ON ALL AMOUNTS SO PAID BY
ADMINISTRATIVE AGENT FOR EACH DAY UNTIL BORROWERS REIMBURSE 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
BORROWERS.
THE OBLIGATIONS OF EACH BORROWER TO REIMBURSE ADMINISTRATIVE AGENT
AND/OR THE APPLICABLE LC ISSUER PURSUANT TO SECTION 2.5(C) SHALL BE ABSOLUTE,
UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PERFORMED
41
STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, UNDER ALL CIRCUMSTANCES
WHATSOEVER, INCLUDING THE FOLLOWING (BUT, IN EACH CASE, WITHOUT PREJUDICE TO ANY
CLAIMS BORROWERS MAY HAVE AGAINST, AND WITHOUT MODIFICATION OF ANY OBLIGATIONS
OR LIABILITIES OF, THE LC ISSUER):
(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 (PROVIDED, THAT ANY LC ISSUER SHALL BE BOUND
BY THE TERMS OF ANY SUCH AMENDMENT OR WAIVER OF, CONSENT TO OR WRITTEN DEPARTURE
FROM ANY SUCH LETTER OF CREDIT OR RELATED DOCUMENT TO THE EXTENT APPROVED BY
SUCH LC ISSUER IN WRITING);
(II)
THE EXISTENCE OF ANY CLAIM, SET-OFF,
DEFENSE OR OTHER RIGHT WHICH ANY BORROWER MAY HAVE AT ANY TIME AGAINST THE
BENEFICIARY OF ANY LETTER OF CREDIT, THE 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 SEPARATE
SUIT OR COMPULSORY COUNTERCLAIM;
(III)
ANY STATEMENT OR ANY OTHER DOCUMENT
PRESENTED UNDER ANY