ABATEMENT, WITHHOLDING OR REDUCTION WHATSOEVER.
(E) REIMBURSEMENT.
IF THE APPLICABLE ISSUING BANK SHALL MAKE ANY LC
DISBURSEMENT IN RESPECT OF A LETTER OF CREDIT, THE BORROWER SHALL REIMBURSE SUCH
LC DISBURSEMENT BY PAYING TO THE AGENT (OR, IN THE CASE OF DOCUMENTARY LETTERS
OF CREDIT, THE APPLICABLE ISSUING BANK) AN AMOUNT EQUAL TO SUCH L/C DISBURSEMENT
NOT LATER THAN 12:00 NOON, NEW YORK CITY TIME, ON THE BUSINESS DAY IMMEDIATELY
FOLLOWING THE DATE THE BORROWER RECEIVES NOTICE UNDER PARAGRAPH (G) OF THIS
SECTION OF SUCH L/C DISBURSEMENT; PROVIDED THAT THE BORROWER MAY, SUBJECT TO THE
CONDITIONS TO BORROWING SET FORTH HEREIN, REQUEST IN ACCORDANCE WITH SECTION
2.03 OR 2.05 THAT SUCH PAYMENT BE FINANCED WITH AN ABR REVOLVING BORROWING OR
SWINGLINE LOAN IN AN EQUIVALENT AMOUNT AND, TO THE EXTENT SO FINANCED, THE
BORROWER'S OBLIGATION TO MAKE SUCH 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 AGENT SHALL NOTIFY EACH REVOLVING 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 REVOLVING LENDER SHALL PAY TO THE AGENT
ITS APPLICABLE PERCENTAGE OF THE PAYMENT THEN DUE FROM THE BORROWER, IN THE SAME
MANNER AS PROVIDED IN SECTION 2.07 WITH RESPECT TO LOANS MADE BY SUCH LENDER
(AND SECTION 2.07 SHALL APPLY, MUTATIS MUTANDIS, TO THE PAYMENT OBLIGATIONS OF
THE REVOLVING LENDERS), AND THE AGENT SHALL PROMPTLY PAY TO THE APPLICABLE
ISSUING BANK THE AMOUNTS SO RECEIVED BY IT FROM THE REVOLVING LENDERS.
PROMPTLY
FOLLOWING RECEIPT BY THE AGENT OF ANY PAYMENT FROM THE BORROWER PURSUANT TO THIS
PARAGRAPH, THE AGENT SHALL DISTRIBUTE SUCH PAYMENT TO THE APPLICABLE ISSUING
BANK OR, TO THE EXTENT THAT REVOLVING 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.
(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 APPLICABLE 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,