IN RESPECT
THEREOF AND SUCH LENDER'S APPLICABLE PERCENTAGE THEREOF.
PROMPTLY FOLLOWING
RECEIPT OF SUCH NOTICE, EACH LENDER SHALL PAY TO THE ADMINISTRATIVE AGENT ITS
APPLICABLE PERCENTAGE OF THE PAYMENT THEN DUE FROM THE BORROWER, IN THE SAME
MANNER AS PROVIDED IN SECTION 2.05 WITH RESPECT TO LOANS MADE BY SUCH LENDER
(AND SECTION 2.05 SHALL APPLY, MUTATIS MUTANDIS, TO THE PAYMENT OBLIGATIONS OF
THE LENDERS), AND THE ADMINISTRATIVE AGENT SHALL PROMPTLY PAY TO THE ISSUING
BANK THE AMOUNTS SO RECEIVED BY IT FROM THE LENDERS.
PROMPTLY FOLLOWING RECEIPT
BY THE ADMINISTRATIVE AGENT OF ANY PAYMENT FROM THE BORROWER PURSUANT TO THIS
SECTION 2.08(E), THE ADMINISTRATIVE AGENT SHALL DISTRIBUTE SUCH PAYMENT TO THE
ISSUING BANK OR, TO THE EXTENT THAT LENDERS HAVE MADE PAYMENTS PURSUANT TO THIS
SECTION 2.08(E) TO REIMBURSE THE ISSUING BANK, THEN TO SUCH LENDERS AND THE
ISSUING BANK AS THEIR INTERESTS MAY APPEAR.
ANY PAYMENT MADE BY A LENDER
PURSUANT TO THIS SECTION 2.08(E) TO REIMBURSE THE ISSUING BANK FOR ANY LC
DISBURSEMENT (OTHER THAN THE FUNDING OF ABR LOANS AS CONTEMPLATED ABOVE) SHALL
NOT CONSTITUTE A LOAN AND SHALL NOT RELIEVE THE BORROWER OF ITS OBLIGATION TO
REIMBURSE SUCH LC DISBURSEMENT.
(F)
OBLIGATIONS ABSOLUTE.
THE BORROWER'S OBLIGATION TO REIMBURSE LC
DISBURSEMENTS AS PROVIDED IN SECTION 2.08(E) SHALL BE ABSOLUTE, UNCONDITIONAL
AND IRREVOCABLE, AND SHALL BE PERFORMED STRICTLY IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT UNDER ANY AND ALL
38
CIRCUMSTANCES WHATSOEVER AND IRRESPECTIVE OF (I) ANY LACK OF VALIDITY OR
ENFORCEABILITY OF ANY LETTER OF CREDIT, ANY LETTER OF CREDIT AGREEMENT OR THIS
AGREEMENT, OR OF 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 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 ANY LETTER OF CREDIT AGREEMENT, 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 2.08(F), CONSTITUTE A LEGAL OR
EQUITABLE DISCHARGE OF, OR PROVIDE A RIGHT OF SETOFF AGAINST, THE BORROWER'S
OBLIGATIONS 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 (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 THE ISSUING BANK; PROVIDED THAT