IN RESPECT THEREOF AND SUCH
LENDER'S APPLICABLE PERCENTAGE THEREOF.
PROMPTLY FOLLOWING RECEIPT OF SUCH
NOTICE, EACH REVOLVING LENDER SHALL PAY TO THE ADMINISTRATIVE AGENT ITS
APPLICABLE PERCENTAGE OF THE PAYMENT THEN DUE FROM THE APPLICABLE BORROWER OR
SUBSIDIARY, IN THE SAME MANNER AS PROVIDED IN SECTION 2.07 WITH RESPECT TO LOANS
MADE BY SUCH LENDER (AND SECTION 2.07 SHALL APPLY (OTHER THAN WITH RESPECT TO
ANY TIME LIMITS SET FORTH THEREIN), MUTATIS MUTANDIS, TO THE 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
APPLICABLE BORROWER OR SUBSIDIARY 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 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 L/C DISBURSEMENT (OTHER THAN THE FUNDING OF
ABR REVOLVING LOANS, CANADIAN BASE RATE REVOLVING LOANS OR SWINGLINE LOANS AS
CONTEMPLATED ABOVE) SHALL NOT CONSTITUTE A LOAN AND SHALL NOT RELIEVE THE
APPLICABLE BORROWER OR SUBSIDIARY OF ITS OBLIGATION TO REIMBURSE SUCH L/C
DISBURSEMENT.
(F)
OBLIGATIONS ABSOLUTE.
THE APPLICABLE BORROWER OR SUBSIDIARY'S OBLIGATION
TO REIMBURSE L/C DISBURSEMENTS AS PROVIDED IN PARAGRAPH (E) OF THIS SECTION 2.05
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 OR HEREIN,
(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 2.05, CONSTITUTE A LEGAL OR
EQUITABLE DISCHARGE OF, OR PROVIDE A RIGHT OF SETOFF AGAINST, THE OBLIGATIONS OF
THE APPLICABLE BORROWER OR SUBSIDIARY 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 LETTER OF CREDIT