NOT BE CONSTRUED TO EXCUSE LC ISSUER FROM LIABILITY
TO BORROWER TO THE EXTENT OF ANY DIRECT DAMAGES (AS OPPOSED TO CONSEQUENTIAL
DAMAGES, CLAIMS IN RESPECT OF WHICH ARE HEREBY WAIVED BY BORROWER TO THE EXTENT
PERMITTED BY APPLICABLE LAW) SUFFERED BY BORROWER THAT ARE CAUSED BY LC ISSUER'S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN DETERMINING WHETHER DRAFTS AND OTHER
DOCUMENTS PRESENTED UNDER A LETTER OF CREDIT COMPLY WITH THE TERMS THEREOF.
(B)
LETTER OF CREDIT ADVANCES.
IF THE
BENEFICIARY OF ANY LETTER OF CREDIT MAKES A DRAFT OR OTHER DEMAND FOR PAYMENT
THEREUNDER THEN BORROWER MAY, DURING THE INTERVAL BETWEEN THE MAKING THEREOF AND
THE HONORING THEREOF BY LC ISSUER, REQUEST LENDERS TO MAKE LOANS TO BORROWER IN
THE AMOUNT OF SUCH DRAFT OR DEMAND, WHICH LOANS SHALL BE MADE CONCURRENTLY WITH
LC ISSUER'S PAYMENT OF SUCH DRAFT OR DEMAND AND SHALL BE IMMEDIATELY USED BY LC
ISSUER TO REPAY THE AMOUNT OF THE RESULTING MATURED LC OBLIGATION.
SUCH A
REQUEST BY BORROWER SHALL BE MADE IN COMPLIANCE WITH ALL OF THE PROVISIONS
HEREOF, PROVIDED THAT FOR THE PURPOSES OF THE FIRST SENTENCE OF SECTION 2.1(B),
THE AMOUNT OF SUCH LOANS SHALL BE CONSIDERED, BUT THE AMOUNT OF THE MATURED LC
OBLIGATION TO BE CONCURRENTLY PAID BY SUCH LOANS SHALL NOT BE CONSIDERED.
(C)
PARTICIPATION BY LENDERS.
LC ISSUER
IRREVOCABLY AGREES TO GRANT AND HEREBY GRANTS TO EACH LENDER, AND TO INDUCE LC
ISSUER TO ISSUE LETTERS OF CREDIT HEREUNDER EACH LENDER
27
IRREVOCABLY AGREES TO ACCEPT AND PURCHASE AND HEREBY ACCEPTS AND PURCHASES FROM
LC ISSUER, ON THE TERMS AND CONDITIONS HEREINAFTER STATED AND FOR SUCH LENDER'S
OWN ACCOUNT AND RISK, AN UNDIVIDED INTEREST EQUAL TO SUCH LENDER'S PERCENTAGE
SHARE OF LC ISSUER'S OBLIGATIONS AND RIGHTS UNDER EACH LETTER OF CREDIT ISSUED
HEREUNDER AND THE AMOUNT OF EACH MATURED LC OBLIGATION PAID BY LC ISSUER
THEREUNDER.
EACH LENDER UNCONDITIONALLY AND IRREVOCABLY AGREES WITH LC ISSUER
THAT, IF A MATURED LC OBLIGATION IS PAID UNDER ANY LETTER OF CREDIT FOR WHICH LC
ISSUER IS NOT REIMBURSED IN FULL BY BORROWER IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT AND THE RELATED LC APPLICATION (INCLUDING ANY REIMBURSEMENT BY
MEANS OF CONCURRENT LOANS OR BY THE APPLICATION OF LC COLLATERAL), SUCH LENDER
SHALL (IN ALL CIRCUMSTANCES AND WITHOUT SET-OFF OR COUNTERCLAIM) PAY TO LC
ISSUER ON DEMAND, IN IMMEDIATELY AVAILABLE FUNDS AT LC ISSUER'S ADDRESS FOR
NOTICES HEREUNDER, SUCH LENDER'S PERCENTAGE SHARE OF SUCH MATURED LC OBLIGATION
(OR ANY PORTION THEREOF WHICH HAS NOT BEEN REIMBURSED BY BORROWER).
EACH
LENDER'S OBLIGATION TO PAY LC ISSUER PURSUANT TO THE TERMS OF THIS SUBSECTION IS
IRREVOCABLE AND UNCONDITIONAL.
IF ANY AMOUNT REQUIRED TO BE PAID BY ANY LENDER
TO LC ISSUER PURSUANT TO THIS SUBSECTION IS PAID BY SUCH LENDER TO LC ISSUER
WITHIN THREE BUSINESS DAYS AFTER THE DATE SUCH PAYMENT IS DUE, LC ISSUER SHALL
IN ADDITION TO SUCH AMOUNT BE ENTITLED TO RECOVER FROM SUCH LENDER, ON DEMAND,
INTEREST THEREON CALCULATED FROM SUCH DUE DATE AT THE FEDERAL FUNDS