ANY TIME AFTER ANY ISSUING BANK HAS
MADE A PAYMENT UNDER ANY ROLLUP LETTER OF CREDIT AND HAS RECEIVED FROM ANY
ROLLUP REVOLVING CREDIT LENDER SUCH ROLLUP REVOLVING CREDIT LENDER'S ROLLUP
LETTER OF CREDIT ADVANCE IN RESPECT OF SUCH PAYMENT IN ACCORDANCE WITH
SECTION 2.21(C), IF THE ADMINISTRATIVE AGENT RECEIVES FOR THE ACCOUNT OF THE
APPLICABLE ISSUING BANK ANY PAYMENT IN RESPECT OF THE RELATED ROLLUP
UNREIMBURSED AMOUNT OR INTEREST THEREON (WHETHER DIRECTLY FROM THE BORROWER OR
OTHERWISE, INCLUDING PROCEEDS OF CASH COLLATERAL APPLIED THERETO BY THE
ADMINISTRATIVE AGENT), THE ADMINISTRATIVE AGENT WILL DISTRIBUTE TO SUCH ROLLUP
REVOLVING CREDIT LENDER ITS PRO RATA SHARE THEREOF (APPROPRIATELY ADJUSTED, IN
THE CASE OF INTEREST PAYMENTS, TO REFLECT THE PERIOD OF TIME DURING WHICH SUCH
ROLLUP REVOLVING CREDIT LENDER'S ROLLUP LETTER OF CREDIT ADVANCE WAS
OUTSTANDING) IN THE SAME FUNDS AS THOSE RECEIVED BY THE ADMINISTRATIVE AGENT.
(II)
IF ANY PAYMENT RECEIVED BY THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE APPLICABLE ISSUING BANK PURSUANT TO
SECTION 2.21(C)(I) IS REQUIRED TO BE RETURNED UNDER ANY CIRCUMSTANCES (INCLUDING
PURSUANT TO ANY SETTLEMENT ENTERED INTO BY SUCH ISSUING BANK IN ITS DISCRETION),
EACH ROLLUP REVOLVING CREDIT LENDER SHALL PAY TO THE ADMINISTRATIVE AGENT FOR
THE ACCOUNT OF SUCH ISSUING BANK ITS
63
PRO RATA SHARE THEREOF ON DEMAND OF THE ADMINISTRATIVE AGENT, PLUS INTEREST
THEREON FROM THE DATE OF SUCH DEMAND TO THE DATE SUCH AMOUNT IS RETURNED BY SUCH
ROLLUP REVOLVING CREDIT LENDER, AT A RATE PER ANNUM EQUAL TO THE FEDERAL FUNDS
RATE FROM TIME TO TIME IN EFFECT.
(E)
OBLIGATIONS ABSOLUTE.
THE OBLIGATION OF
THE BORROWER TO REIMBURSE ANY ISSUING BANK FOR EACH DRAWING UNDER EACH ROLLUP
LETTER OF CREDIT AND TO REPAY EACH ROLLUP LETTER OF CREDIT ADVANCE SHALL BE
ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID STRICTLY IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT UNDER ALL CIRCUMSTANCES, INCLUDING
THE FOLLOWING:
(I)
ANY LACK OF VALIDITY OR ENFORCEABILITY
OF SUCH ROLLUP LETTER OF CREDIT, THIS AGREEMENT, OR ANY OTHER AGREEMENT OR
INSTRUMENT RELATING THERETO;
(II)
THE EXISTENCE OF ANY CLAIM, COUNTERCLAIM,
SET-OFF, DEFENSE OR OTHER RIGHT THAT THE BORROWER MAY HAVE AT ANY TIME AGAINST
ANY BENEFICIARY OR ANY TRANSFEREE OF SUCH ROLLUP LETTER OF CREDIT (OR ANY PERSON
FOR WHOM ANY SUCH BENEFICIARY OR ANY SUCH TRANSFEREE MAY BE ACTING), SUCH
ISSUING BANK OR ANY OTHER PERSON, WHETHER IN CONNECTION WITH THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREBY OR BY SUCH ROLLUP LETTER OF CREDIT OR ANY
AGREEMENT OR INSTRUMENT RELATING THERETO, OR ANY UNRELATED TRANSACTION;
(III)
ANY DRAFT, DEMAND, CERTIFICATE OR OTHER
DOCUMENT PRESENTED UNDER SUCH ROLLUP LETTER OF CREDIT PROVING TO BE FORGED,
FRAUDULENT, INVALID OR INSUFFICIENT IN ANY RESPECT OR ANY STATEMENT THEREIN
BEING UNTRUE OR INACCURATE IN ANY RESPECT; OR ANY LOSS OR DELAY IN THE
TRANSMISSION OR OTHERWISE OF ANY DOCUMENT REQUIRED IN ORDER TO MAKE A DRAWING
UNDER SUCH ROLLUP LETTER OF CREDIT;
(IV)
ANY PAYMENT BY THE ISSUING BANK UNDER SUCH
ROLLUP LETTER OF CREDIT AGAINST PRESENTATION OF A DRAFT OR