BENEFICIARY WHOSE CLAIMS AGAINST BORROWERS ARE DISCHARGED WITH PROCEEDS
OF ANY LETTER OF CREDIT.
D.
IN CONNECTION WITH ITS ADMINISTRATION OF AND ENFORCEMENT OF
RIGHTS OR REMEDIES UNDER ANY LETTERS OF CREDIT OR LC DOCUMENTS, ISSUING BANK
SHALL BE ENTITLED TO ACT, AND SHALL BE FULLY PROTECTED IN ACTING, UPON ANY
CERTIFICATION, DOCUMENTATION OR COMMUNICATION IN WHATEVER FORM BELIEVED BY
ISSUING BANK, IN GOOD FAITH, TO BE GENUINE AND CORRECT AND TO HAVE BEEN SIGNED,
SENT OR MADE BY A PROPER PERSON.
ISSUING BANK MAY CONSULT WITH AND EMPLOY LEGAL
COUNSEL, ACCOUNTANTS AND OTHER EXPERTS TO ADVISE IT CONCERNING ITS OBLIGATIONS,
RIGHTS AND REMEDIES, AND SHALL BE ENTITLED TO ACT UPON, AND SHALL BE FULLY
PROTECTED IN ANY ACTION TAKEN IN GOOD FAITH RELIANCE UPON, ANY ADVICE GIVEN BY
SUCH EXPERTS.
ISSUING BANK MAY EMPLOY AGENTS AND ATTORNEYS-IN-FACT IN
CONNECTION WITH ANY MATTER RELATING TO LETTERS OF CREDIT OR LC DOCUMENTS, AND
SHALL NOT BE LIABLE FOR THE NEGLIGENCE OR MISCONDUCT OF AGENTS AND
ATTORNEYS-IN-FACT SELECTED WITH REASONABLE CARE.
2.2.2
REIMBURSEMENT; PARTICIPATIONS.
A.
IF ISSUING BANK HONORS ANY REQUEST FOR PAYMENT UNDER A LETTER OF
CREDIT, BORROWERS SHALL PAY TO ISSUING BANK, ON THE SAME DAY ("REIMBURSEMENT
DATE"), THE AMOUNT PAID BY ISSUING BANK UNDER SUCH LETTER OF CREDIT, TOGETHER
WITH INTEREST AT THE INTEREST RATE FOR BASE RATE LOANS FROM THE REIMBURSEMENT
DATE UNTIL PAYMENT BY BORROWERS.
THE OBLIGATION OF BORROWERS TO REIMBURSE
ISSUING BANK FOR ANY PAYMENT MADE UNDER A LETTER OF CREDIT SHALL BE ABSOLUTE,
UNCONDITIONAL, IRREVOCABLE, AND JOINT AND SEVERAL, AND SHALL BE PAID WITHOUT
REGARD TO ANY LACK OF VALIDITY OR ENFORCEABILITY OF ANY LETTER OF CREDIT OR THE
EXISTENCE OF ANY CLAIM, SETOFF, DEFENSE OR OTHER RIGHT THAT BORROWERS MAY HAVE
AT ANY TIME AGAINST THE BENEFICIARY.
WHETHER OR NOT BORROWER AGENT SUBMITS A
NOTICE OF BORROWING, BORROWERS SHALL BE DEEMED TO HAVE REQUESTED A BORROWING OF
BASE RATE LOANS IN AN AMOUNT NECESSARY TO PAY ALL AMOUNTS DUE ISSUING BANK ON
ANY REIMBURSEMENT DATE AND EACH LENDER AGREES TO FUND ITS PRO RATA SHARE OF SUCH
BORROWING WHETHER OR NOT THE COMMITMENTS HAVE TERMINATED, AN OVERADVANCE EXISTS
OR IS CREATED THEREBY, OR THE CONDITIONS IN SECTION 6 ARE SATISFIED.
B.
UPON ISSUANCE OF A LETTER OF CREDIT, EACH LENDER SHALL BE DEEMED
TO HAVE IRREVOCABLY AND UNCONDITIONALLY PURCHASED FROM ISSUING BANK, WITHOUT
RECOURSE OR WARRANTY, AN UNDIVIDED PRO RATA INTEREST AND PARTICIPATION IN ALL LC
OBLIGATIONS RELATING TO THE LETTER OF
38
CREDIT.
IF ISSUING BANK MAKES ANY PAYMENT UNDER A LETTER OF CREDIT AND
BORROWERS DO NOT REIMBURSE SUCH PAYMENT ON THE REIMBURSEMENT DATE, AGENT SHALL
PROMPTLY NOTIFY LENDERS AND EACH LENDER SHALL PROMPTLY (WITHIN ONE BUSINESS DAY)
AND UNCONDITIONALLY PAY TO AGENT, FOR THE BENEFIT OF ISSUING BANK, THE LENDER'S
PRO RATA SHARE OF SUCH PAYMENT.
UPON REQUEST BY A LENDER, ISSUING BANK SHALL
FURNISH COPIES OF ANY LETTERS OF CREDIT AND LC DOCUMENTS IN ITS POSSESSION AT
SUCH TIME.
C.
THE OBLIGATION OF EACH LENDER TO MAKE PAYMENTS TO