TIME ON SUCH DATE, THEN NOT LATER THAN 12:00 NOON, NEW YORK CITY TIME ON THE
DOMESTIC BUSINESS DAY IMMEDIATELY FOLLOWING THE DAY THAT THE BORROWER RECEIVES
SUCH NOTICE; PROVIDED THAT THE BORROWER MAY, SUBJECT TO THE CONDITIONS TO
BORROWING SET FORTH HEREIN, REQUEST IN ACCORDANCE WITH SECTION 2.02 OR
SECTION 2.05(B) THAT SUCH PAYMENT BE FINANCED WITH A BASE RATE
25
BORROWING (INCLUDING A SWINGLINE LOAN) 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 BASE RATE BORROWING.
IF THE BORROWER
FAILS TO MAKE SUCH PAYMENT WHEN DUE, THE ADMINISTRATIVE AGENT SHALL NOTIFY EACH
BANK OF THE APPLICABLE LC DISBURSEMENT, THE PAYMENT THEN DUE FROM THE BORROWER
IN RESPECT THEREOF AND SUCH BANK'S APPLICABLE PERCENTAGE THEREOF.
PROMPTLY
FOLLOWING RECEIPT OF SUCH NOTICE, EACH BANK 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 2.04 WITH RESPECT TO LOANS MADE BY SUCH
BANK (AND SECTION 2.04 SHALL APPLY, MUTATIS MUTANDIS, TO THE PAYMENT OBLIGATIONS
OF THE BANKS), AND THE ADMINISTRATIVE AGENT SHALL PROMPTLY PAY TO THE APPLICABLE
ISSUING BANK THE AMOUNTS SO RECEIVED BY IT FROM THE BANKS.
PROMPTLY FOLLOWING
RECEIPT BY THE ADMINISTRATIVE AGENT OF ANY PAYMENT FROM THE BORROWER PURSUANT TO
THIS PARAGRAPH, THE ADMINISTRATIVE AGENT SHALL DISTRIBUTE SUCH PAYMENT TO THE
APPLICABLE ISSUING BANK OR, TO THE EXTENT THAT BANKS HAVE MADE PAYMENTS PURSUANT
TO THIS PARAGRAPH TO REIMBURSE THE APPLICABLE ISSUING BANK, THEN TO SUCH BANKS
AND THE APPLICABLE ISSUING BANK AS THEIR INTERESTS MAY APPEAR.
ANY PAYMENT MADE
BY A BANK PURSUANT TO THIS PARAGRAPH TO REIMBURSE AN ISSUING BANK FOR ANY
LC DISBURSEMENT (OTHER THAN THE FUNDING OF BASE RATE BORROWING 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 PARAGRAPH (E) OF THIS
SECTION SHALL, SUBJECT TO THE FOLLOWING SENTENCE, 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 AN 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 DISCHARGE OF, OR
PROVIDE A RIGHT OF SETOFF AGAINST, THE BORROWER'S