US 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 ISSUING BANK; PROVIDED THAT THE FOREGOING SHALL NOT BE
CONSTRUED TO EXCUSE THE ISSUING BANK FROM LIABILITY TO THE US BORROWER TO THE
EXTENT OF ANY DIRECT DAMAGES (AS OPPOSED TO CONSEQUENTIAL DAMAGES, CLAIMS IN
RESPECT OF WHICH ARE HEREBY WAIVED BY THE US BORROWER TO THE EXTENT PERMITTED BY
APPLICABLE REQUIREMENTS OF LAW) SUFFERED BY THE US BORROWER THAT ARE CAUSED BY
THE ISSUING BANK'S FAILURE TO EXERCISE CARE WHEN DETERMINING WHETHER DRAFTS AND
OTHER DOCUMENTS PRESENTED UNDER A US 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 ISSUING BANK (AS FINALLY
DETERMINED BY A COURT OF COMPETENT JURISDICTION), THE ISSUING BANK 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 US LETTER OF CREDIT, THE ISSUING BANK
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, OR REFUSE TO ACCEPT AND MAKE PAYMENT UPON SUCH
DOCUMENTS IF SUCH DOCUMENTS ARE NOT IN STRICT COMPLIANCE WITH THE TERMS OF SUCH
US LETTER OF CREDIT.
(G)
DISBURSEMENT PROCEDURES.
THE ISSUING BANK SHALL, PROMPTLY
FOLLOWING ITS RECEIPT THEREOF, EXAMINE ALL DOCUMENTS PURPORTING TO REPRESENT A
DEMAND FOR PAYMENT UNDER A US LETTER OF CREDIT.
THE ISSUING BANK SHALL PROMPTLY
GIVE WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT AND THE US BORROWER OF SUCH
DEMAND FOR PAYMENT AND WHETHER THE ISSUING BANK HAS MADE OR WILL MAKE A US LC
DISBURSEMENT THEREUNDER; PROVIDED THAT ANY FAILURE TO GIVE OR DELAY IN GIVING
SUCH NOTICE SHALL NOT RELIEVE THE US BORROWER OF ITS REIMBURSEMENT OBLIGATION TO
THE ISSUING BANK AND THE REVOLVING LENDERS WITH RESPECT TO ANY SUCH LC
DISBURSEMENT (OTHER THAN WITH RESPECT TO THE TIMING OF SUCH REIMBURSEMENT
OBLIGATION SET FORTH IN SECTION 2.18(B)(E)).
(H)
INTERIM INTEREST.
IF THE ISSUING BANK SHALL MAKE ANY LC
DISBURSEMENT, THEN, UNLESS THE US BORROWER SHALL REIMBURSE SUCH US LC
DISBURSEMENT IN FULL IN ACCORDANCE WITH SECTION 2.18(B)(E)(I), THE UNPAID AMOUNT
THEREOF SHALL BEAR INTEREST PAYABLE ON DEMAND, FOR EACH DAY FROM AND INCLUDING
THE DATE SUCH US LC DISBURSEMENT IS MADE TO BUT EXCLUDING THE DATE THAT THE US
BORROWER REIMBURSES SUCH US LC DISBURSEMENT, AT THE RATE PER ANNUM DETERMINED
PURSUANT TO SECTION 2.06(C).
INTEREST ACCRUED PURSUANT TO THIS PARAGRAPH SHALL
BE FOR THE ACCOUNT OF THE ISSUING BANK, EXCEPT THAT INTEREST ACCRUED ON AND
AFTER THE DATE OF PAYMENT BY ANY REVOLVING LENDER PURSUANT TO SECTION 2.18(B)(E)
TO REIMBURSE THE ISSUING BANK SHALL BE FOR THE ACCOUNT