SHALL PROMPTLY NOTIFY REVOLVING LENDERS OF ANY
SUCH DEEMED REQUEST AND EACH REVOLVING 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 REVOLVING LENDER'S
PRO RATA SHARE OF SUCH REVOLVING LOAN.
EACH REVOLVING LENDER 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) (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 2.14(C) IN SATISFACTION OF BORROWER'S
REIMBURSEMENT OBLIGATIONS ARISING PURSUANT TO THIS SECTION 2.14(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 2.14(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 SEPARATE SUIT OR COMPULSORY COUNTERCLAIM;
(III)
ANY STATEMENT OR ANY OTHER DOCUMENT PRESENTED UNDER ANY LETTER OF
CREDIT PROVING TO BE FORGED, FRAUDULENT, INVALID OR INSUFFICIENT IN ANY RESPECT
OR ANY STATEMENT THEREIN BEING UNTRUE OR INACCURATE IN ANY RESPECT WHATSOEVER;
(IV)
ANY AFFILIATION BETWEEN LC ISSUER AND ADMINISTRATIVE AGENT; OR
34
(V)
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY OTHER
CIRCUMSTANCE OR HAPPENING WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY OF THE
FOREGOING.
(E)
DEPOSIT OBLIGATIONS OF BORROWER.
IN THE EVENT ANY LETTERS OF
CREDIT ARE OUTSTANDING AT THE TIME THAT BORROWER PREPAYS OR IS REQUIRED TO REPAY
THE OBLIGATIONS OR THE REVOLVING LOAN COMMITMENT IS TERMINATED, BORROWER SHALL
(I) DEPOSIT WITH ADMINISTRATIVE AGENT FOR THE BENEFIT OF ALL REVOLVING LENDERS
CASH IN AN AMOUNT EQUAL TO ONE HUNDRED FIVE PERCENT (105%) OF THE AGGREGATE
OUTSTANDING LETTER OF CREDIT