PAYING TO THE ADMINISTRATIVE AGENT AN AMOUNT
IN DOLLARS EQUAL TO SUCH L/C DISBURSEMENT (OR, IN THE CASE OF A ALTERNATE
CURRENCY LETTER OF CREDIT, THE DOLLAR EQUIVALENT THEREOF) NOT LATER THAN
2:00 P.M., LOCAL TIME, ON THE THIRD BUSINESS DAY AFTER SUCH BORROWER RECEIVES
NOTICE UNDER PARAGRAPH (G) OF THIS SECTION OF SUCH L/C DISBURSEMENT, TOGETHER
WITH ACCRUED INTEREST THEREON FROM THE DATE OF SUCH L/C DISBURSEMENT AT THE RATE
APPLICABLE TO ABR LOANS; PROVIDED, THAT THE APPLICABLE BORROWER MAY, SUBJECT TO
THE CONDITIONS TO BORROWING SET FORTH HEREIN, REQUEST IN ACCORDANCE WITH
SECTION 2.03 OR 2.04 THAT SUCH PAYMENT BE FINANCED WITH AN ABR REVOLVING
FACILITY BORROWING OR A SWINGLINE BORROWING, AS APPLICABLE, IN AN EQUIVALENT
AMOUNT AND, TO THE EXTENT SO FINANCED, SUCH BORROWER'S OBLIGATION TO MAKE SUCH
PAYMENT SHALL BE DISCHARGED AND REPLACED BY THE RESULTING ABR REVOLVING FACILITY
BORROWING OR SWINGLINE BORROWING.
IF THE APPLICABLE BORROWER FAILS TO REIMBURSE
ANY L/C DISBURSEMENT WHEN DUE, THEN THE ADMINISTRATIVE AGENT SHALL PROMPTLY
NOTIFY THE APPLICABLE ISSUING BANK AND EACH OTHER REVOLVING FACILITY LENDER OF
THE APPLICABLE L/C DISBURSEMENT, THE PAYMENT THEN DUE FROM SUCH BORROWER IN
RESPECT THEREOF AND, IN THE CASE OF A REVOLVING FACILITY LENDER, SUCH LENDER'S
REVOLVING FACILITY PERCENTAGE THEREOF.
PROMPTLY FOLLOWING RECEIPT OF SUCH
NOTICE, EACH REVOLVING FACILITY LENDER SHALL PAY TO THE ADMINISTRATIVE AGENT IN
DOLLARS ITS REVOLVING FACILITY PERCENTAGE OF THE PAYMENT THEN DUE FROM THE
APPLICABLE BORROWER IN THE SAME MANNER AS PROVIDED IN SECTION 2.06 WITH RESPECT
TO LOANS MADE BY SUCH LENDER (AND SECTION 2.06 SHALL APPLY, MUTATIS MUTANDIS, TO
THE PAYMENT OBLIGATIONS OF THE REVOLVING FACILITY LENDERS), AND THE
ADMINISTRATIVE AGENT SHALL PROMPTLY PAY TO THE APPLICABLE ISSUING BANK THE
AMOUNTS SO RECEIVED BY IT FROM THE REVOLVING FACILITY LENDERS.
PROMPTLY
FOLLOWING RECEIPT BY THE ADMINISTRATIVE AGENT OF ANY PAYMENT FROM THE APPLICABLE
BORROWER PURSUANT TO THIS PARAGRAPH, THE ADMINISTRATIVE AGENT SHALL DISTRIBUTE
SUCH PAYMENT TO THE APPLICABLE ISSUING BANK OR, TO THE EXTENT THAT REVOLVING
FACILITY LENDERS HAVE MADE PAYMENTS PURSUANT TO THIS PARAGRAPH TO REIMBURSE SUCH
ISSUING BANK, THEN TO SUCH LENDERS AND SUCH ISSUING BANK AS THEIR INTERESTS MAY
APPEAR.
ANY PAYMENT MADE BY A REVOLVING FACILITY LENDER PURSUANT TO THIS
PARAGRAPH TO REIMBURSE AN ISSUING BANK FOR ANY L/C DISBURSEMENT (OTHER THAN THE
FUNDING OF AN ABR
57
REVOLVING LOAN OR A SWINGLINE BORROWING AS CONTEMPLATED ABOVE) SHALL NOT
CONSTITUTE A LOAN AND SHALL NOT RELIEVE THE APPLICABLE BORROWER OF ITS
OBLIGATION TO REIMBURSE SUCH L/C DISBURSEMENT.
(F)
OBLIGATIONS ABSOLUTE.
THE OBLIGATION OF THE BORROWERS TO
REIMBURSE L/C 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,