THE SAME MANNER AS
PROVIDED IN SECTION 2.04 WITH RESPECT TO LOANS MADE BY SUCH BANK (AND
SECTION 2.04 SHALL APPLY, MUTATIS MUTANDIS, TO THE PAYMENT OBLIGATIONS OF THE
BANKS), AND THE ADMINISTRATIVE AGENT SHALL PROMPTLY PAY TO THE APPLICABLE
ISSUING BANK THE AMOUNTS SO RECEIVED BY IT FROM THE BANKS.
PROMPTLY FOLLOWING
RECEIPT BY THE ADMINISTRATIVE AGENT OF ANY PAYMENT FROM THE CO-BORROWERS
PURSUANT TO THIS PARAGRAPH, THE ADMINISTRATIVE AGENT SHALL DISTRIBUTE SUCH
PAYMENT TO THE APPLICABLE ISSUING BANK OR, TO THE EXTENT THAT BANKS HAVE MADE
PAYMENTS PURSUANT TO THIS PARAGRAPH TO REIMBURSE THE APPLICABLE ISSUING BANK,
THEN TO SUCH BANKS AND THE APPLICABLE ISSUING BANK AS THEIR INTERESTS MAY
APPEAR.
ANY PAYMENT MADE BY A BANK PURSUANT TO THIS PARAGRAPH TO REIMBURSE AN
ISSUING BANK FOR ANY LC DISBURSEMENT (OTHER THAN THE FUNDING OF BASE RATE
BORROWING AS CONTEMPLATED ABOVE)
27
SHALL NOT CONSTITUTE A LOAN AND SHALL NOT RELIEVE THE CO-BORROWERS OF THEIR
JOINT AND SEVERAL OBLIGATION TO REIMBURSE SUCH LC DISBURSEMENT.
(F)
OBLIGATIONS ABSOLUTE.
EACH CO-BORROWER'S OBLIGATION TO REIMBURSE
LC DISBURSEMENTS AS PROVIDED IN PARAGRAPH (E) OF THIS SECTION SHALL, SUBJECT TO
THE FOLLOWING SENTENCE, BE JOINT, SEVERAL, 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, A CO-BORROWER'S OBLIGATIONS HEREUNDER.
NEITHER THE ADMINISTRATIVE AGENT, THE BANKS NOR ANY ISSUING BANK, NOR ANY OF
THEIR INDEMNITEES 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 LETTER OF CREDIT (INCLUDING ANY
DOCUMENT REQUIRED TO MAKE A DRAWING THEREUNDER), ANY ERROR IN INTERPRETATION OF
TECHNICAL TERMS OR ANY CONSEQUENCE ARISING FROM CAUSES BEYOND THE CONTROL OF AN
ISSUING BANK; PROVIDED THAT THE FOREGOING SHALL NOT BE CONSTRUED TO EXCUSE AN
ISSUING BANK FROM LIABILITY TO A CO-BORROWER TO THE EXTENT OF ANY DAMAGES (BUT
EXCLUDING CONSEQUENTIAL DAMAGES, CLAIMS IN RESPECT OF WHICH ARE HEREBY WAIVED