PAYMENT SHALL BE MADE WITHOUT
ANY OFFSET, ABATEMENT, WITHHOLDING OR REDUCTION WHATSOEVER.
(E)
REIMBURSEMENT.
IF THE ISSUING BANK SHALL MAKE ANY LC DISBURSEMENT IN
RESPECT OF A LETTER OF CREDIT, THE BORROWER SHALL REIMBURSE SUCH LC DISBURSEMENT
BY PAYING TO THE ADMINISTRATIVE AGENT IN DOLLARS THE DOLLAR AMOUNT EQUAL TO SUCH
LC DISBURSEMENT, CALCULATED AS OF THE DATE THE ISSUING BANK MADE SUCH LC
DISBURSEMENT (OR IF THE ISSUING BANK SHALL SO ELECT IN ITS SOLE DISCRETION BY
NOTICE TO THE BORROWER, IN SUCH OTHER AGREED CURRENCY WHICH WAS PAID BY THE
ISSUING BANK PURSUANT TO SUCH LC DISBURSEMENT IN AN AMOUNT EQUAL TO SUCH LC
DISBURSEMENT) NOT LATER THAN 12:00 NOON, LOCAL TIME, ON THE BUSINESS DAY
IMMEDIATELY FOLLOWING THE DAY THAT THE BORROWER RECEIVES NOTICE OF SUCH LC
DISBURSEMENT; PROVIDED THAT, IF SUCH LC DISBURSEMENT IS NOT LESS THAN THE DOLLAR
AMOUNT OF $1,000,000, THE BORROWER MAY, SUBJECT TO THE CONDITIONS TO BORROWING
SET FORTH HEREIN, REQUEST IN ACCORDANCE WITH SECTION 2.03 OR 2.05 THAT SUCH
PAYMENT BE FINANCED WITH AN ABR REVOLVING BORROWING OR SWINGLINE LOAN IN AN
EQUIVALENT DOLLAR AMOUNT OF SUCH LC DISBURSEMENT AND, TO THE EXTENT SO FINANCED,
THE BORROWER'S OBLIGATION TO MAKE SUCH PAYMENT SHALL BE DISCHARGED AND REPLACED
BY THE RESULTING ABR REVOLVING BORROWING OR SWINGLINE LOAN.
IF THE BORROWER
FAILS TO MAKE SUCH PAYMENT WHEN DUE, THE ADMINISTRATIVE AGENT SHALL NOTIFY EACH
LENDER OF THE APPLICABLE LC DISBURSEMENT, THE PAYMENT THEN DUE FROM THE BORROWER
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 2.07 WITH RESPECT TO LOANS MADE BY SUCH
LENDER (AND SECTION 2.07 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 PARAGRAPH, THE ADMINISTRATIVE AGENT SHALL DISTRIBUTE SUCH
PAYMENT TO THE ISSUING BANK OR, TO THE EXTENT THAT 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
LENDER PURSUANT TO THIS PARAGRAPH TO REIMBURSE THE ISSUING BANK FOR ANY LC
DISBURSEMENT (OTHER THAN THE FUNDING OF ABR REVOLVING LOANS OR A SWINGLINE LOAN
AS CONTEMPLATED ABOVE) SHALL NOT CONSTITUTE A LOAN AND SHALL NOT RELIEVE THE
BORROWER OF ITS OBLIGATION TO
25
REIMBURSE SUCH LC DISBURSEMENT.
IF THE BORROWER'S REIMBURSEMENT OF, OR
OBLIGATION TO REIMBURSE, ANY AMOUNTS IN ANY FOREIGN CURRENCY WOULD SUBJECT THE
ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER TO ANY STAMP DUTY, AD
VALOREM CHARGE OR SIMILAR TAX THAT WOULD NOT BE PAYABLE IF SUCH REIMBURSEMENT
WERE MADE OR REQUIRED TO BE MADE IN DOLLARS, THE BORROWER SHALL, AT