OF CREDIT OR ANY PAYMENT OR FAILURE TO
MAKE ANY PAYMENT THEREUNDER (IRRESPECTIVE OF ANY OF THE CIRCUMSTANCES REFERRED
TO IN THE PRECEDING SENTENCE), OR ANY ERROR, OMISSION, INTERRUPTION, LOSS OR
DELAY IN TRANSMISSION OR DELIVERY OF ANY DRAFT, NOTICE OR OTHER COMMUNICATION
UNDER OR RELATING TO ANY EURO LETTER OF CREDIT (INCLUDING ANY DOCUMENT REQUIRED
TO MAKE A DRAWING THEREUNDER), ANY ERROR IN INTERPRETATION OF TECHNICAL TERMS OR
ANY CONSEQUENCE ARISING FROM CAUSES BEYOND THE CONTROL OF THE EURO ISSUING
LENDER; PROVIDED THAT THE FOREGOING SHALL NOT BE CONSTRUED TO EXCUSE THE EURO
ISSUING LENDER FROM LIABILITY TO THE EURO BORROWER TO THE EXTENT OF ANY DIRECT
DAMAGES (AS OPPOSED TO CONSEQUENTIAL DAMAGES, CLAIMS IN RESPECT OF WHICH ARE
HEREBY WAIVED BY THE EURO BORROWER TO THE EXTENT PERMITTED BY APPLICABLE LAW)
SUFFERED BY THE EURO BORROWER THAT ARE CAUSED BY THE EURO ISSUING LENDER'S
FAILURE TO EXERCISE CARE WHEN DETERMINING WHETHER DRAFTS AND OTHER DOCUMENTS
PRESENTED UNDER A EURO LETTER OF CREDIT COMPLY WITH THE TERMS THEREOF. THE
PARTIES HERETO EXPRESSLY AGREE THAT, IN THE ABSENCE OF GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT ON THE PART OF THE EURO ISSUING LENDER (AS FINALLY DETERMINED
BY A COURT OF COMPETENT JURISDICTION), THE EURO ISSUING LENDER SHALL BE DEEMED
TO HAVE EXERCISED CARE IN EACH SUCH DETERMINATION. IN FURTHERANCE OF THE
FOREGOING AND WITHOUT LIMITING THE GENERALITY THEREOF, THE PARTIES AGREE THAT,
WITH RESPECT TO DOCUMENTS PRESENTED WHICH APPEAR ON THEIR FACE TO BE IN
SUBSTANTIAL COMPLIANCE WITH THE TERMS OF A EURO LETTER OF CREDIT, THE EURO
ISSUING LENDER MAY, IN ITS SOLE DISCRETION, EITHER ACCEPT AND MAKE PAYMENT UPON
SUCH DOCUMENTS WITHOUT RESPONSIBILITY FOR FURTHER INVESTIGATION, REGARDLESS OF
ANY NOTICE OR INFORMATION TO THE CONTRARY,
38
OR REFUSE TO ACCEPT AND MAKE PAYMENT UPON SUCH DOCUMENTS IF SUCH DOCUMENTS ARE
NOT IN STRICT COMPLIANCE WITH THE TERMS OF SUCH EURO LETTER OF CREDIT.
(G)
DISBURSEMENT PROCEDURES. THE EURO ISSUING LENDER SHALL, PROMPTLY
FOLLOWING ITS RECEIPT THEREOF, EXAMINE ALL DOCUMENTS PURPORTING TO REPRESENT A
DEMAND FOR PAYMENT UNDER A EURO LETTER OF CREDIT. THE EURO ISSUING LENDER SHALL
PROMPTLY NOTIFY THE EURO ADMINISTRATIVE AGENT AND THE EURO BORROWER BY TELEPHONE
(CONFIRMED BY TELECOPY) OF SUCH DEMAND FOR PAYMENT AND WHETHER THE EURO ISSUING
LENDER HAS MADE OR WILL MAKE AN EURO LC DISBURSEMENT THEREUNDER; PROVIDED THAT
ANY FAILURE TO GIVE OR DELAY IN GIVING SUCH NOTICE SHALL NOT RELIEVE THE EURO
BORROWER OF ITS OBLIGATION TO REIMBURSE THE EURO ISSUING LENDER AND THE EURO
REVOLVING CREDIT LENDERS WITH RESPECT TO ANY SUCH EURO LC DISBURSEMENT.
(H)
INTERIM INTEREST. IF THE EURO ISSUING LENDER SHALL MAKE ANY EURO
LC DISBURSEMENT, THEN, UNLESS THE EURO BORROWER SHALL REIMBURSE SUCH EURO LC
DISBURSEMENT IN FULL ON THE DATE SUCH EURO LC DISBURSEMENT IS MADE, THE UNPAID
AMOUNT THEREOF SHALL BEAR INTEREST, FOR EACH DAY FROM AND INCLUDING THE DATE
SUCH EURO LC DISBURSEMENT IS MADE TO BUT EXCLUDING THE DATE THAT THE EURO
BORROWER REIMBURSES SUCH EURO LC DISBURSEMENT, AT THE RATE