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
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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