MAKE SUCH PAYMENT
SHALL BE DISCHARGED AND REPLACED BY THE RESULTING EURO SWINGLINE LOAN. IF THE
EURO BORROWER FAILS TO MAKE SUCH PAYMENT WHEN DUE, THE EURO ADMINISTRATIVE AGENT
SHALL NOTIFY EACH EURO REVOLVING CREDIT LENDER OF THE APPLICABLE EURO LC
DISBURSEMENT, THE PAYMENT THEN DUE FROM THE EURO BORROWER IN RESPECT THEREOF AND
SUCH LENDER'S EURO APPLICABLE PERCENTAGE THEREOF. PROMPTLY FOLLOWING RECEIPT OF
SUCH NOTICE, EACH EURO REVOLVING CREDIT LENDER SHALL PAY TO THE EURO
ADMINISTRATIVE AGENT ITS EURO APPLICABLE PERCENTAGE OF THE PAYMENT THEN DUE FROM
THE EURO BORROWER, IN THE SAME MANNER AS PROVIDED IN SECTION 2.07 WITH RESPECT
TO LOANS
37
MADE BY SUCH LENDER (AND SECTION 2.07 SHALL APPLY, MUTATIS MUTANDIS, TO THE
PAYMENT OBLIGATIONS OF SUCH LENDER), AND THE EURO ADMINISTRATIVE AGENT SHALL
PROMPTLY PAY TO THE EURO ISSUING LENDER THE AMOUNTS SO RECEIVED BY IT FROM THE
EURO REVOLVING CREDIT LENDERS. PROMPTLY FOLLOWING RECEIPT BY THE EURO
ADMINISTRATIVE AGENT OF ANY PAYMENT FROM THE EURO BORROWER PURSUANT TO THIS
PARAGRAPH, THE EURO ADMINISTRATIVE AGENT SHALL DISTRIBUTE SUCH PAYMENT TO THE
EURO ISSUING LENDER OR, TO THE EXTENT THAT THE EURO REVOLVING CREDIT LENDERS
HAVE MADE PAYMENTS PURSUANT TO THIS PARAGRAPH TO REIMBURSE THE EURO ISSUING
LENDER, THEN TO SUCH EURO REVOLVING CREDIT LENDERS AND THE EURO ISSUING LENDER
AS THEIR INTERESTS MAY APPEAR. ANY PAYMENT MADE BY A EURO REVOLVING CREDIT
LENDER PURSUANT TO THIS PARAGRAPH TO REIMBURSE THE EURO ISSUING LENDER FOR ANY
EURO LC DISBURSEMENT (OTHER THAN THE FUNDING OF A EURO SWINGLINE LOAN AS
CONTEMPLATED ABOVE) SHALL NOT CONSTITUTE A LOAN AND SHALL NOT RELIEVE THE EURO
BORROWER OF ITS OBLIGATION TO REIMBURSE SUCH EURO LC DISBURSEMENT.
(F)
OBLIGATIONS ABSOLUTE. THE EURO BORROWER'S OBLIGATION TO REIMBURSE
EURO 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
EURO LETTER OF CREDIT OR THIS AGREEMENT, OR ANY TERM OR PROVISION THEREIN, (II)
ANY DRAFT OR OTHER DOCUMENT PRESENTED UNDER A EURO 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 EURO ISSUING LENDER
UNDER A EURO LETTER OF CREDIT AGAINST PRESENTATION OF A DRAFT OR OTHER DOCUMENT
THAT DOES NOT COMPLY WITH THE TERMS OF SUCH EURO 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 EURO
BORROWER'S OBLIGATIONS HEREUNDER. NEITHER THE EURO ADMINISTRATIVE AGENT, THE
LENDERS NOR THE EURO ISSUING LENDER, 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 EURO LETTER