OBLIGATIONS OF THE
LENDERS), AND THE ADMINISTRATIVE AGENT SHALL PROMPTLY PAY TO SUCH ISSUING BANK
THE AMOUNTS SO RECEIVED BY IT FROM THE LENDERS.
PROMPTLY FOLLOWING RECEIPT BY
THE ADMINISTRATIVE AGENT OF ANY PAYMENT FROM THE COMPANY PURSUANT TO THIS
PARAGRAPH, THE ADMINISTRATIVE AGENT SHALL DISTRIBUTE SUCH PAYMENT TO THE
RELEVANT ISSUING BANK OR, TO THE EXTENT THAT 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 LENDER
PURSUANT TO THIS PARAGRAPH TO REIMBURSE ANY ISSUING BANK FOR ANY LC DISBURSEMENT
(OTHER THAN THE FUNDING OF ABR REVOLVING LOANS OR A SWINGLINE LOAN AS
CONTEMPLATED ABOVE) SHALL NOT CONSTITUTE A LOAN AND SHALL NOT RELIEVE THE
COMPANY OF ITS OBLIGATION TO REIMBURSE SUCH LC DISBURSEMENT.
IF THE COMPANY'S
REIMBURSEMENT OF, OR OBLIGATION TO REIMBURSE, ANY AMOUNTS IN ANY FOREIGN
CURRENCY WOULD SUBJECT THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR ANY LENDER
TO ANY STAMP DUTY, AD VALOREM CHARGE OR SIMILAR TAX THAT WOULD NOT BE PAYABLE IF
SUCH REIMBURSEMENT WERE MADE OR REQUIRED TO BE MADE IN DOLLARS, THE COMPANY
SHALL, AT ITS OPTION, EITHER (X) PAY THE AMOUNT OF ANY SUCH TAX REQUESTED BY THE
ADMINISTRATIVE AGENT, THE RELEVANT ISSUING BANK OR THE RELEVANT LENDER OR
(Y) REIMBURSE EACH LC DISBURSEMENT MADE IN SUCH FOREIGN CURRENCY IN DOLLARS, IN
AN AMOUNT EQUAL TO THE EQUIVALENT AMOUNT, CALCULATED USING THE APPLICABLE
EXCHANGE RATES, ON THE DATE SUCH LC DISBURSEMENT IS MADE, OF SUCH LC
DISBURSEMENT.
(F)
OBLIGATIONS ABSOLUTE.
THE COMPANY'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 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 COMPANY'S OBLIGATIONS HEREUNDER.
NEITHER
THE ADMINISTRATIVE AGENT, THE LENDERS NOR THE ISSUING BANKS, NOR ANY OF THEIR
RELATED PARTIES, 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 THEREUNDER (IRRESPECTIVE OF ANY OF THE
CIRCUMSTANCES REFERRED TO IN THE PRECEDING SENTENCE), OR ANY ERROR, OMISSION,
INTERRUPTION, LOSS OR DELAY