THE DATE THAT SUCH LC DISBURSEMENT IS MADE, IF THE BORROWER SHALL HAVE RECEIVED
NOTICE OF SUCH LC DISBURSEMENT PRIOR TO 10:00 A.M., NEW YORK CITY TIME, ON SUCH
DATE, OR, IF SUCH NOTICE HAS NOT BEEN RECEIVED BY THE BORROWER PRIOR TO SUCH
TIME ON SUCH DATE, THEN NOT LATER THAN 12:00 NOON, NEW YORK CITY TIME, ON
(I) THE BUSINESS DAY THAT THE BORROWER RECEIVES SUCH NOTICE, IF SUCH NOTICE IS
RECEIVED PRIOR TO 10:00 A.M., NEW YORK CITY TIME, ON THE DAY OF RECEIPT, OR
(II) THE BUSINESS DAY IMMEDIATELY FOLLOWING THE DAY THAT THE BORROWER RECEIVES
SUCH NOTICE, IF SUCH NOTICE IS NOT RECEIVED PRIOR TO SUCH TIME ON THE DAY OF
RECEIPT; PROVIDED THAT IF SUCH LC DISBURSEMENT IS NOT LESS THAN $1,000,000, THE
BORROWER SHALL, SUBJECT TO THE CONDITIONS TO BORROWING SET FORTH HEREIN, BE
DEEMED TO HAVE REQUESTED, AND THE BORROWER DOES HEREBY REQUEST
31
UNDER SUCH CIRCUMSTANCES, THAT SUCH PAYMENT BE FINANCED WITH AN ABR BORROWING IN
AN EQUIVALENT AMOUNT AND, TO THE EXTENT SO FINANCED, THE BORROWER'S OBLIGATION
TO MAKE SUCH PAYMENT SHALL BE DISCHARGED AND REPLACED BY THE RESULTING ABR
BORROWING.
IF THE BORROWER FAILS TO MAKE SUCH PAYMENT WHEN DUE, THE
ADMINISTRATIVE AGENT SHALL NOTIFY EACH LENDER OF THE APPLICABLE LC DISBURSEMENT,
THE PAYMENT THEN DUE FROM THE BORROWER IN RESPECT THEREOF AND SUCH LENDER'S
APPLICABLE PERCENTAGE THEREOF.
PROMPTLY FOLLOWING RECEIPT OF SUCH NOTICE, EACH
LENDER SHALL PAY TO THE ADMINISTRATIVE AGENT ITS APPLICABLE PERCENTAGE OF THE
PAYMENT THEN DUE FROM THE BORROWER, IN THE SAME MANNER AS PROVIDED IN
SECTION 2.05 WITH RESPECT TO LOANS MADE BY SUCH LENDER (AND SECTION 2.05 SHALL
APPLY, MUTATIS MUTANDIS, TO THE PAYMENT OBLIGATIONS OF THE LENDERS), AND THE
ADMINISTRATIVE AGENT SHALL PROMPTLY PAY TO THE ISSUING BANK THE AMOUNTS SO
RECEIVED BY IT FROM THE LENDERS.
PROMPTLY FOLLOWING RECEIPT BY THE
ADMINISTRATIVE AGENT OF ANY PAYMENT FROM THE BORROWER PURSUANT TO THIS
SECTION 2.08(E), THE ADMINISTRATIVE AGENT SHALL DISTRIBUTE SUCH PAYMENT TO THE
ISSUING BANK OR, TO THE EXTENT THAT LENDERS HAVE MADE PAYMENTS PURSUANT TO THIS
SECTION 2.08(E) TO REIMBURSE THE ISSUING BANK, THEN TO SUCH LENDERS AND THE
ISSUING BANK AS THEIR INTERESTS MAY APPEAR.
ANY PAYMENT MADE BY A LENDER
PURSUANT TO THIS SECTION 2.08(E) TO REIMBURSE THE ISSUING BANK FOR ANY LC
DISBURSEMENT (OTHER THAN THE FUNDING OF ABR LOANS AS CONTEMPLATED ABOVE) SHALL
NOT CONSTITUTE A LOAN AND SHALL NOT RELIEVE THE BORROWER OF ITS OBLIGATION TO
REIMBURSE SUCH LC DISBURSEMENT.
(F)
OBLIGATIONS ABSOLUTE.
THE BORROWER'S
OBLIGATION TO REIMBURSE LC DISBURSEMENTS AS PROVIDED IN SECTION 2.08(E) SHALL BE
ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PERFORMED STRICTLY IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT UNDER ANY AND ALL CIRCUMSTANCES
WHATSOEVER AND IRRESPECTIVE OF (I) ANY LACK OF VALIDITY OR ENFORCEABILITY OF ANY
LETTER OF CREDIT, ANY LETTER OF CREDIT AGREEMENT OR THIS AGREEMENT, OR ANY TERM
OR PROVISION THEREIN, (II) ANY DRAFT OR OTHER DOCUMENT PRESENTED UNDER A LETTER
OF CREDIT PROVING TO BE