COMMITMENT PERCENTAGE THEREOF.
PROMPTLY FOLLOWING RECEIPT OF
SUCH NOTICE, EACH REVOLVING LENDER SHALL PAY TO THE ADMINISTRATIVE AGENT ITS
REVOLVING COMMITMENT 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
REVOLVING LENDER (AND SECTION 2.04 SHALL APPLY, MUTATIS MUTANDIS, TO SUCH
PAYMENT OBLIGATIONS OF THE REVOLVING LENDERS), 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 THE BORROWER PURSUANT TO THIS PARAGRAPH, THE ADMINISTRATIVE
AGENT SHALL DISTRIBUTE SUCH PAYMENT TO THE ISSUING BANK OR, TO THE EXTENT THAT
REVOLVING LENDERS HAVE MADE PAYMENTS PURSUANT TO THIS PARAGRAPH TO REIMBURSE THE
ISSUING BANK, THEN TO SUCH REVOLVING 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 LOANS 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 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 DISCHARGE OF, OR
PROVIDE A RIGHT OF SETOFF AGAINST, THE BORROWER'S OBLIGATIONS HEREUNDER;
PROVIDED THAT, SUBJECT TO THE LAST SENTENCE AND THE PENULTIMATE SENTENCE OF THIS
PARAGRAPH (F), REIMBURSEMENT OBLIGATIONS OF THE BORROWER WITH RESPECT TO A
LETTER OF CREDIT MAY BE SUBJECT TO AVOIDANCE BY THE BORROWER TO THE EXTENT OF
ANY DIRECT DAMAGES (AS OPPOSED TO CONSEQUENTIAL DAMAGES, CLAIMS IN RESPECT OF
WHICH ARE HEREBY WAIVED BY THE BORROWER TO THE EXTENT PERMITTED BY APPLICABLE
LAW) SUFFERED BY THE BORROWER OR ANY SUBSIDIARY THAT ARE CAUSED BY THE ISSUING
BANK'S FAILURE TO EXERCISE CARE WHEN DETERMINING WHETHER DRAFTS AND OTHER
DOCUMENTS PRESENTED UNDER A LETTER OF CREDIT COMPLY WITH THE TERMS THEREOF.
NEITHER THE ADMINISTRATIVE AGENT, THE REVOLVING LENDERS NOR THE ISSUING BANK,
NOR ANY OF THEIR RELATED PARTIES, SHALL HAVE ANY LIABILITY OR RESPONSIBILITY BY
REASON OF OR IN CONNECTION WITH