RECEIPT; PROVIDED THAT BORROWERS 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
BORROWING IN AN EQUIVALENT AMOUNT AND, TO THE EXTENT SO FINANCED, BORROWERS'
OBLIGATION TO MAKE SUCH PAYMENT SHALL BE DISCHARGED AND REPLACED BY THE
RESULTING ABR REVOLVING BORROWING.
IF BORROWERS FAIL 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 BORROWERS 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
53
FOLLOWING RECEIPT BY THE ADMINISTRATIVE AGENT OF ANY PAYMENT FROM BORROWERS
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 AS CONTEMPLATED ABOVE) SHALL NOT CONSTITUTE A
LOAN AND SHALL NOT RELIEVE BORROWERS OF ITS OBLIGATION TO REIMBURSE SUCH LC
DISBURSEMENT.
(F)
OBLIGATIONS ABSOLUTE.
THE OBLIGATION OF BORROWERS TO REIMBURSE
LC DISBURSEMENTS AS PROVIDED IN PARAGRAPH (E) OF THIS SECTION 2.18 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 2.18, CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE
OF, OR PROVIDE A RIGHT OF SETOFF AGAINST, THE OBLIGATIONS OF BORROWERS
HEREUNDER.
NEITHER THE ADMINISTRATIVE AGENT, ANY OTHER AGENT, THE LENDERS NOR
THE ISSUING BANK, NOR ANY OF THEIR AFFILIATES, SHALL HAVE ANY LIABILITY OR
RESPONSIBILITY BY REASON OF OR IN CONNECTION WITH THE ISSUANCE OR TRANSFER OF
ANY LETTER OF CREDIT OR ANY PAYMENT OR FAILURE TO MAKE ANY PAYMENT