TIME, ON (I) THE BUSINESS DAY THAT BORROWER RECEIVES
SUCH NOTICE, IF SUCH NOTICE IS RECEIVED PRIOR TO 11:00 A.M., NEW YORK CITY TIME,
ON THE DAY OF RECEIPT, OR (II) THE BUSINESS DAY IMMEDIATELY FOLLOWING THE DAY
THAT BORROWER RECEIVES SUCH NOTICE, IF SUCH NOTICE IS NOT RECEIVED PRIOR TO SUCH
TIME ON THE DAY OF RECEIPT; PROVIDED THAT BORROWER MAY, SUBJECT TO THE
CONDITIONS TO BORROWING SET FORTH HEREIN, REQUEST IN ACCORDANCE WITH
SECTION 2.03 OR 2.17 THAT SUCH PAYMENT BE FINANCED WITH AN ABR REVOLVING LOAN OR
SWINGLINE LOAN IN AN EQUIVALENT AMOUNT AND, TO THE EXTENT SO FINANCED,
BORROWER'S OBLIGATION TO MAKE SUCH PAYMENT SHALL BE DISCHARGED AND REPLACED BY
THE RESULTING ABR REVOLVING LOAN OR SWINGLINE LOAN.
IF BORROWER FAILS TO MAKE
SUCH PAYMENT WHEN DUE, THE ISSUING BANK SHALL NOTIFY THE ADMINISTRATIVE AGENT
AND THE ADMINISTRATIVE AGENT SHALL NOTIFY EACH REVOLVING LENDER OF THE
APPLICABLE LC DISBURSEMENT, THE PAYMENT THEN DUE FROM BORROWER IN RESPECT
THEREOF AND SUCH LENDER'S PRO RATA PERCENTAGE THEREOF.
PROMPTLY FOLLOWING
RECEIPT OF SUCH NOTICE, EACH REVOLVING LENDER SHALL PAY TO THE ADMINISTRATIVE
AGENT ITS PRO RATA PERCENTAGE OF THE UNREIMBURSED LC DISBURSEMENT IN THE SAME
MANNER AS PROVIDED IN SECTION 2.02(F), WITH RESPECT TO LOANS MADE BY SUCH
LENDER, AND THE ADMINISTRATIVE AGENT SHALL PROMPTLY PAY TO THE ISSUING BANK THE
AMOUNTS SO RECEIVED BY IT FROM THE REVOLVING LENDERS.
PROMPTLY FOLLOWING
RECEIPT BY THE ADMINISTRATIVE AGENT OF ANY PAYMENT FROM BORROWER PURSUANT TO
THIS PARAGRAPH, THE ADMINISTRATIVE AGENT SHALL, TO THE EXTENT THAT REVOLVING
LENDERS HAVE MADE PAYMENTS PURSUANT TO THIS PARAGRAPH TO REIMBURSE THE ISSUING
BANK, DISTRIBUTE SUCH PAYMENT TO SUCH LENDERS AND THE ISSUING BANK AS THEIR
INTERESTS MAY APPEAR.
ANY PAYMENT MADE BY A REVOLVING LENDER PURSUANT TO THIS
PARAGRAPH TO REIMBURSE THE ISSUING BANK FOR ANY LC DISBURSEMENT (OTHER THAN THE
FUNDING OF ABR REVOLVING LOANS OR A SWINGLINE LOAN AS CONTEMPLATED ABOVE) SHALL
NOT CONSTITUTE A LOAN AND SHALL NOT RELIEVE BORROWER OF ITS OBLIGATION TO
REIMBURSE SUCH LC DISBURSEMENT.
(F)
OBLIGATIONS ABSOLUTE.
THE OBLIGATION OF BORROWER TO REIMBURSE LC
DISBURSEMENTS AS PROVIDED IN PARAGRAPH (E) OF THIS SECTION 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 OR THIS AGREEMENT, OR ANY TERM OR PROVISION THEREIN, (II) ANY DRAFT OR
OTHER DOCUMENT PRESENTED UNDER A LETTER OF CREDIT PROVING TO BE FORGED,
FRAUDULENT OR INVALID IN ANY RESPECT OR ANY STATEMENT THEREIN BEING UNTRUE OR
INACCURATE IN ANY RESPECT, (III) PAYMENT BY THE ISSUING BANK UNDER A LETTER OF
CREDIT AGAINST PRESENTATION OF A DRAFT OR OTHER DOCUMENT THAT DOES NOT COMPLY
WITH THE TERMS OF SUCH LETTER OF CREDIT, OR (IV) ANY OTHER EVENT OR CIRCUMSTANCE
WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY OF THE FOREGOING, THAT MIGHT, BUT FOR
THE PROVISIONS OF THIS SECTION, CONSTITUTE A LEGAL OR EQUITABLE