FROM LIABILITY FOR AGENT'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT (AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A
FINAL NON-APPEALABLE JUDGMENT) IN CONNECTION WITH ACTIONS OR OMISSIONS DESCRIBED
IN SUCH CLAUSES (I) THROUGH (VIII) OF SUCH SENTENCE.
IN NO EVENT SHALL AGENT OR
AGENT'S AFFILIATES BE LIABLE TO ANY BORROWER FOR ANY INDIRECT, CONSEQUENTIAL,
INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES OR EXPENSES (INCLUDING
WITHOUT LIMITATION ATTORNEYS' FEES), OR FOR ANY DAMAGES RESULTING FROM ANY
CHANGE IN THE VALUE OF ANY PROPERTY RELATING TO A LETTER OF CREDIT.
(B)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AGENT AND EACH
OF ITS AFFILIATES (I) MAY RELY ON ANY ORAL OR OTHER COMMUNICATION BELIEVED IN
GOOD FAITH BY AGENT OR SUCH AFFILIATE TO HAVE BEEN AUTHORIZED OR GIVEN BY OR ON
BEHALF OF THE APPLICANT FOR A LETTER OF CREDIT; (II) MAY HONOR ANY PRESENTATION
IF THE DOCUMENTS PRESENTED APPEAR ON THEIR FACE SUBSTANTIALLY TO COMPLY WITH THE
TERMS AND CONDITIONS OF THE RELEVANT LETTER OF CREDIT; (III) MAY HONOR A
PREVIOUSLY DISHONORED PRESENTATION UNDER A LETTER OF CREDIT, WHETHER SUCH
DISHONOR WAS PURSUANT TO A COURT ORDER, TO SETTLE OR COMPROMISE ANY CLAIM OF
WRONGFUL DISHONOR, OR OTHERWISE, AND SHALL BE ENTITLED TO REIMBURSEMENT TO THE
SAME EXTENT AS IF SUCH PRESENTATION HAD INITIALLY BEEN HONORED, TOGETHER WITH
ANY INTEREST PAID BY AGENT OR ITS AFFILIATES; (IV) MAY HONOR ANY DRAWING THAT IS
PAYABLE UPON PRESENTATION OF A STATEMENT ADVISING NEGOTIATION OR PAYMENT, UPON
RECEIPT OF SUCH STATEMENT (EVEN IF SUCH STATEMENT INDICATES THAT A DRAFT OR
OTHER DOCUMENT IS BEING DELIVERED SEPARATELY), AND SHALL NOT BE LIABLE FOR ANY
FAILURE OF ANY SUCH DRAFT OR OTHER DOCUMENT TO ARRIVE, OR TO CONFORM IN ANY WAY
WITH THE RELEVANT LETTER OF CREDIT; (V) MAY PAY ANY PAYING OR NEGOTIATING BANK
CLAIMING THAT IT RIGHTFULLY HONORED UNDER THE LAWS OR PRACTICES OF THE PLACE
WHERE SUCH BANK IS LOCATED; AND (VI) MAY SETTLE OR ADJUST ANY CLAIM OR DEMAND
MADE ON AGENT OR ITS AFFILIATE IN ANY WAY RELATED TO ANY ORDER ISSUED AT THE
APPLICANT'S REQUEST TO AN AIR CARRIER, A LETTER OF GUARANTEE OR OF INDEMNITY
ISSUED TO A CARRIER OR ANY SIMILAR DOCUMENT (EACH AN "ORDER") AND HONOR ANY
DRAWING IN CONNECTION WITH ANY LETTER OF CREDIT THAT IS THE SUBJECT OF SUCH
ORDER, NOTWITHSTANDING THAT ANY DRAFTS OR OTHER DOCUMENTS PRESENTED IN
CONNECTION WITH SUCH LETTER OF CREDIT FAIL TO CONFORM IN ANY WAY WITH SUCH
LETTER OF CREDIT.
(C)
IN FURTHERANCE AND EXTENSION AND NOT IN LIMITATION OF THE SPECIFIC
PROVISIONS SET FORTH ABOVE, ANY ACTION TAKEN OR OMITTED BY AGENT UNDER OR IN
CONNECTION WITH THE LETTERS OF CREDIT ISSUED BY IT OR ANY DOCUMENTS AND
CERTIFICATES DELIVERED THEREUNDER, IF TAKEN OR OMITTED IN GOOD FAITH AND WITHOUT
GROSS NEGLIGENCE (AS DETERMINED BY A COURT OF COMPETENT
35
JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT), SHALL NOT PUT AGENT UNDER ANY
RESULTING LIABILITY TO ANY BORROWER OR ANY LENDER.
2.19.
ADDITIONAL PAYMENTS.
ANY SUMS EXPENDED BY