WHEN DUE (OR IF ANY SUCH REIMBURSEMENT PAYMENT IS REQUIRED TO BE
REFUNDED TO THE BORROWER FOR ANY REASON), SUCH ISSUING BANK MAY NOTIFY THE
ADMINISTRATIVE AGENT THAT THE APPLICABLE ISSUING BANK IS REQUESTING THAT THE
APPLICABLE LENDERS MAKE AN ABR REVOLVING BORROWING IN AN AMOUNT EQUAL TO SUCH LC
DISBURSEMENT AND ANY ACCRUED INTEREST THEREON, IN WHICH CASE (1) THE
ADMINISTRATIVE AGENT SHALL NOTIFY EACH APPLICABLE LENDER OF THE DETAILS THEREOF
AND OF THE AMOUNT OF SUCH LENDER'S LOAN TO BE MADE AS PART OF SUCH ABR REVOLVING
BORROWING, AND (2) EACH LENDER SHALL, WHETHER OR NOT ANY DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING, ANY REPRESENTATION OR WARRANTY SHALL BE ACCURATE,
ANY CONDITION TO THE MAKING OF ANY LOAN HEREUNDER SHALL HAVE BEEN FULFILLED, OR
ANY OTHER MATTER WHATSOEVER, MAKE THE LOAN TO BE MADE BY IT UNDER THIS PARAGRAPH
BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO THE ACCOUNT OF THE
ADMINISTRATIVE AGENT MOST RECENTLY DESIGNATED BY IT FOR SUCH PURPOSE BY NOTICE
TO THE LENDERS, (A) ON SUCH DATE, IN THE EVENT THAT SUCH LENDER SHALL HAVE
RECEIVED NOTICE OF SUCH ABR REVOLVING BORROWING PRIOR TO 12:00 NOON, NEW YORK
CITY TIME, OR (B) IF SUCH NOTICE HAS NOT BEEN RECEIVED BY SUCH LENDER PRIOR TO
SUCH TIME ON SUCH DATE, THEN NOT LATER THAN 1:00 P.M., NEW YORK CITY TIME, ON
(X) THE BUSINESS DAY THAT SUCH LENDER RECEIVES SUCH NOTICE, IF SUCH NOTICE IS
RECEIVED PRIOR TO 12:00 NOON, NEW YORK CITY TIME, ON THE DAY OF RECEIPT OR (Y)
THE BUSINESS DAY IMMEDIATELY FOLLOWING THE DAY THAT SUCH LENDER RECEIVES SUCH
NOTICE, IF SUCH NOTICE IS NOT RECEIVED PRIOR TO SUCH TIME ON THE DAY OF
RECEIPT.
SUCH LOANS SHALL, FOR ALL PURPOSES HEREOF, BE DEEMED TO BE AN ABR
REVOLVING BORROWING REFERRED TO IN SECTION 2.1(A) AND MADE PURSUANT TO SECTION
2.3, AND THE LENDERS' OBLIGATIONS TO MAKE SUCH LOANS SHALL BE ABSOLUTE AND
UNCONDITIONAL.
THE ADMINISTRATIVE AGENT WILL MAKE SUCH LOANS AVAILABLE TO THE
APPLICABLE ISSUING BANK BY PROMPTLY CREDITING OR OTHERWISE TRANSFERRING THE
AMOUNTS SO RECEIVED, IN LIKE FUNDS, TO SUCH ISSUING BANK FOR THE PURPOSE OF
REPAYING IN FULL THE LC DISBURSEMENT AND ALL ACCRUED INTEREST THEREON.
AN ABR
BORROWING PURSUANT TO THIS SECTION 2.9(E) MADE WHEN THE CONDITIONS TO AN ABR
BORROWING ARE NOT SATISFIED UNDER SECTION 5.3 SHALL NOT BE DEEMED TO HAVE
SATISFIED THE BORROWER'S REIMBURSEMENT OBLIGATION WITH RESPECT TO AN LC
DISBURSEMENT FOR PURPOSES OF DETERMINING WHETHER OR NOT AN EVENT OF DEFAULT
EXISTS UNDER CLAUSE (A) OF ARTICLE 8.
(F)
OBLIGATIONS ABSOLUTE.
EXCEPT AS PROVIDED
BELOW, TO THE FULLEST EXTENT PERMITTED BY LAW, THE BORROWER'S OBLIGATIONS 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