BORROWER.
(F)
IF ANY DRAFT SHALL BE PRESENTED FOR PAYMENT TO THE ISSUING BANK
UNDER ANY LETTER OF CREDIT, THE ISSUING BANK SHALL PROMPTLY NOTIFY THE BORROWER
OF THE DATE AND AMOUNT THEREOF.
THE RESPONSIBILITY OF THE ISSUING BANK TO THE
BORROWER IN CONNECTION WITH ANY DRAFT PRESENTED FOR PAYMENT UNDER ANY LETTER OF
CREDIT SHALL, IN ADDITION TO ANY PAYMENT OBLIGATION EXPRESSLY PROVIDED FOR IN
SUCH LETTER OF CREDIT AND ANY OTHER OBLIGATION EXPRESSLY IMPOSED BY THE
PROVISIONS OF THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS, 1993
REVISION, INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 500 ("PUBLICATION
500") OTHER THAN ARTICLE 48(G) THEREOF, BE LIMITED TO DETERMINING THAT THE
DOCUMENTS (INCLUDING EACH DRAFT) DELIVERED UNDER SUCH LETTER OF CREDIT IN
CONNECTION WITH SUCH PRESENTMENT ARE IN CONFORMITY WITH SUCH LETTER OF CREDIT.
(G)
TO THE EXTENT THAT ANY PROVISION OF ANY APPLICATION RELATED TO ANY
LETTER OF CREDIT IS INCONSISTENT WITH THE PROVISIONS OF THIS AGREEMENT, THE
PROVISIONS OF THIS AGREEMENT SHALL GOVERN.
(H)
SUBJECT TO SUBSECTION 2.4(G) ABOVE, THE BORROWER AGREES TO BE
BOUND BY THE TERMS OF EACH APPLICATION AND THE ISSUING BANK'S WRITTEN
REGULATIONS AND CUSTOMARY PRACTICES RELATING TO LETTERS OF CREDIT, THOUGH SUCH
INTERPRETATION MAY BE DIFFERENT FROM THE BORROWER'S OWN.
IT IS UNDERSTOOD AND
AGREED THAT, EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE
ISSUING BANK SHALL NOT BE LIABLE FOR ANY ERROR, NEGLIGENCE AND/OR MISTAKES,
WHETHER OF OMISSION OR COMMISSION, IN FOLLOWING THE BORROWER'S INSTRUCTIONS OR
THOSE CONTAINED IN THE LETTERS OF CREDIT OR ANY MODIFICATIONS, AMENDMENTS OR
SUPPLEMENTS THERETO.
TO THE EXTENT NOT OTHERWISE INCONSISTENT WITH THIS
AGREEMENT, THE PROVISIONS OF PUBLICATION 500 ARE HEREBY MADE A PART OF THIS
AGREEMENT WITH RESPECT TO THE OBLIGATIONS IN CONNECTION WITH EACH LETTER OF
CREDIT.
31
(I)
EACH REVOLVING CREDIT LENDER'S PAYMENT OBLIGATION UNDER
SUBSECTION 2.4(C) AND THE REIMBURSEMENT OBLIGATIONS SHALL BE ABSOLUTE,
UNCONDITIONAL AND IRREVOCABLE UNDER ANY CIRCUMSTANCES, AND SHALL BE PERFORMED
STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 2.4 UNDER ALL
CIRCUMSTANCES, INCLUDING THE FOLLOWING CIRCUMSTANCES:
(I)
ANY SET-OFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER RIGHT
WHICH SUCH REVOLVING CREDIT LENDER MAY HAVE AGAINST THE ISSUING BANK, ANY LOAN
PARTY OR ANY OTHER PERSON FOR ANY REASON WHATSOEVER;
(II)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF ANY LETTER OF CREDIT;
(III)
THE EXISTENCE OF ANY CLAIM, SET-OFF, DEFENSE OR OTHER RIGHT WHICH
ANY LOAN PARTY OR ANY REVOLVING CREDIT LENDER MAY HAVE AT ANY TIME AGAINST A
BENEFICIARY OR ANY TRANSFEREE OF ANY LETTER OF CREDIT (OR ANY PERSONS FOR WHOM
ANY SUCH TRANSFEREE MAY BE ACTING), THE ISSUING BANK OR ANY REVOLVING CREDIT
LENDER OR ANY OTHER PERSON, WHETHER IN CONNECTION WITH THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREIN OR ANY UNRELATED TRANSACTION (INCLUDING ANY
UNDERLYING TRANSACTION BETWEEN ANY LOAN PARTY AND THE BENEFICIARY FOR WHICH ANY
LETTER OF CREDIT WAS PROCURED);
(IV)
ANY DRAFT, DEMAND, CERTIFICATE OR OTHER DOCUMENT PRESENTED UNDER
ANY LETTER OF CREDIT PROVING TO BE FORGED, FRAUDULENT, INVALID OR INSUFFICIENT
IN ANY RESPECT