RECEIVED BY IT
FROM SUCH PARTICIPANTS.
IN THE EVENT THAT AN ISSUING LENDER MAKES ANY LC
DISBURSEMENT UNDER ANY CL LETTER OF CREDIT ISSUED BY IT AND THE RESPECTIVE CL
BORROWER SHALL NOT HAVE REIMBURSED SUCH AMOUNT IN FULL TO SUCH ISSUING LENDER AS
PROVIDED ABOVE AND SUCH ISSUING LENDER HAS NOTIFIED THE ADMINISTRATIVE AGENT
THEREOF, EACH CL LENDER HEREBY IRREVOCABLY AUTHORIZES THE ADMINISTRATIVE AGENT
TO REIMBURSE ON THE DATE OF (OR IF RECEIVED AFTER 1:00 P.M. (NEW YORK TIME) ON
SUCH DATE, ON THE BUSINESS DAY FOLLOWING THE DATE OF) RECEIPT BY THE
ADMINISTRATIVE AGENT OF SUCH NOTICE SUCH ISSUING LENDER FOR SUCH AMOUNT SOLELY
BY REQUESTING THE DEPOSIT BANK TO WITHDRAW SUCH CL LENDER'S CL PERCENTAGE OF THE
CREDIT-LINKED DEPOSITS ON DEPOSIT WITH THE DEPOSIT BANK IN THE CREDIT-LINKED
DEPOSIT ACCOUNT AND TO PAY SAME OVER TO THE ADMINISTRATIVE AGENT, THE DEPOSIT
BANK HEREBY AGREEING TO EFFECT SUCH A WITHDRAWAL AND ALL OTHER WITHDRAWALS AND
PAYMENTS REQUESTED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THIS
AGREEMENT.
ALL REIMBURSEMENTS OF ISSUING BANKS BY REVOLVING FACILITY LENDERS OR
CL LENDERS (THROUGH APPLICATION OF CREDIT-LINKED DEPOSITS) SHALL BE MADE AS
PROVIDED HEREIN NOTWITHSTANDING THE OCCURRENCE OF A CAM EXCHANGE DATE AFTER THE
L/C DISBURSEMENT AND PRIOR TO SUCH REIMBURSEMENT. PROMPTLY FOLLOWING RECEIPT BY
THE ADMINISTRATIVE AGENT OF ANY PAYMENT FROM THE APPLICABLE APPLICANT PARTY
PURSUANT TO THIS PARAGRAPH, THE ADMINISTRATIVE AGENT SHALL DISTRIBUTE SUCH
PAYMENT TO THE APPLICABLE ISSUING BANK OR, TO THE EXTENT THAT PARTICIPANTS 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 (IT BEING
UNDERSTOOD AND AGREED THAT ANY SUCH PAYMENT TO BE MADE PURSUANT TO THIS
SECTION 2.05(E) TO A PARTICIPANT WHICH IS A CL LENDER SHALL BE MADE BY SUCH
ISSUING LENDER TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF SUCH CL LENDER AND
PAID OVER TO THE DEPOSIT BANK FOR DEPOSIT IN THE CREDIT-LINKED DEPOSIT
ACCOUNT).
ANY PAYMENT MADE BY A REVOLVING FACILITY LENDER PURSUANT TO THIS
PARAGRAPH TO REIMBURSE AN ISSUING BANK FOR ANY L/C DISBURSEMENT (OTHER THAN THE
FUNDING OF AN ABR REVOLVING LOAN OR A SWINGLINE DOLLAR BORROWING AS CONTEMPLATED
ABOVE) SHALL CONSTITUTE A LOAN AND NO PAYMENT SHALL RELIEVE THE APPLICANT PARTY
OF ITS OBLIGATION TO REIMBURSE EACH L/C DISBURSEMENT.
(F)
OBLIGATIONS ABSOLUTE.
THE OBLIGATION OF THE APPLICABLE APPLICANT
PARTY TO REIMBURSE L/C 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