PAYMENT SHALL
BE DISCHARGED AND REPLACED BY THE RESULTING ABR REVOLVING BORROWING OR SWINGLINE
LOAN. IF THE BORROWER FAILS TO MAKE SUCH PAYMENT WHEN DUE, THE ADMINISTRATIVE
AGENT SHALL NOTIFY EACH LENDER OF THE APPLICABLE LC DISBURSEMENT, THE PAYMENT
THEN DUE FROM THE BORROWER IN RESPECT THEREOF AND SUCH LENDER'S APPLICABLE
PERCENTAGE THEREOF. PROMPTLY FOLLOWING RECEIPT OF SUCH NOTICE, EACH LENDER 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 2.08 WITH
RESPECT TO LOANS MADE BY SUCH LENDER (AND SECTION 2.08 SHALL APPLY, MUTATIS
MUTANDIS, TO THE PAYMENT OBLIGATIONS OF THE LENDERS), AND THE ADMINISTRATIVE
AGENT SHALL PROMPTLY PAY TO THE ISSUING BANK THE AMOUNTS SO RECEIVED BY IT FROM
THE 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 LENDERS
HAVE MADE PAYMENTS PURSUANT TO THIS PARAGRAPH TO REIMBURSE THE ISSUING BANK,
THEN TO SUCH LENDERS AND THE ISSUING BANK AS THEIR INTERESTS MAY APPEAR. ANY
PAYMENT MADE BY A LENDER PURSUANT TO THIS PARAGRAPH TO REIMBURSE THE ISSUING
BANK FOR ANY LC DISBURSEMENT (OTHER THAN THE FUNDING OF ABR LOANS OR SWINGLINE
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
31
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. NEITHER
THE ADMINISTRATIVE AGENT, THE LENDERS NOR THE ISSUING BANK, 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 IN TRANSMISSION OR DELIVERY OF ANY DRAFT, NOTICE OR
OTHER COMMUNICATION UNDER OR RELATING TO ANY