OF THIS CONTRACT AN IRREVOCABLE STANDBY LETTER OF
CREDIT SUBSTANTIALLY IN THE FORM SET OUT IN SCHEDULE 1 PROVIDED BY A FIRST CLASS
INTERNATIONAL BANK HAVING A DEBT RATING OF AT LEAST AA BY STANDARD & POOR'S OR
AA BY MOODY'S (THE LETTER OF CREDIT) AND SUCH LETTER OF CREDIT:
(I)
MUST BE POSTED BY THAT BANK FOR THE
BENEFIT OF THE SELLER ON OR PRIOR TO [REDACTED] (AND THEREAFTER IMMEDIATELY
REPLACED BY THE POSTING OF AN EQUIVALENT LETTER OF CREDIT BY THAT OR ANOTHER
SUCH BANK IF AT ANY TIME THAT OR ANOTHER LETTER OF CREDIT SUBSEQUENTLY POSTED TO
REPLACE OR COMPLEMENT IT CEASES TO BE IN FULL FORCE AND EFFECT OR TO OTHERWISE
COMPLY WITH THIS CLAUSE 10(L));
(II)
BE FOR AN AMOUNT EQUAL TO [REDACTED]
THROUGHOUT ITS DURATION, AND IF DRAWN UPON AT ANY TIME REPLENISHED IN THE AMOUNT
DRAWN (OR A SUPPLEMENTARY LETTER OF CREDIT POSTED BY THE BUYER IN AN AMOUNT
EQUIVALENT TO THAT DRAWING) AND SO NOTIFIED TO THE SELLER BY THE RELEVANT BANK
WITHIN THE EARLIER OF:
(A)
10 BANKING DAYS OF SUCH DRAWING; AND
(B)
THE DAY THAT IS AT LEAST TWO BANKING DAYS
BEFORE THE NEXT FOUR DAY DELIVERY WINDOW OF A CARGO THAT IS TO BE DELIVERED
UNDER THIS AGREEMENT IS DUE TO BEGIN; AND
(III)
MAY, WITHOUT PREJUDICE TO:
(A)
ANY OTHER RIGHT OF THE SELLER; OR
(B)
OBLIGATION OF THE BUYER,
UNDER THIS CONTRACT OR AT LAW OR EQUITY, BE DRAWN DOWN BY THE SELLER WITHIN ITS
TERMS ONLY TO PAY AN AMOUNT DUE PURSUANT TO CLAUSE 7(E), 7(G) OR THIS CLAUSE 10
WHEN SUCH AMOUNT IS OVERDUE UNDER THIS CONTRACT (THE LC COVERED SUM). WHEN
15
ALL CARGOES TO BE MADE AVAILABLE AND SUPPLIED ON THE TERMS AND CONDITIONS OF
THIS CONTRACT AND ALL OTHER AMOUNTS PROPERLY FALLING DUE UNDER THIS CONTRACT
HAVE BEEN PAID IN FULL, THE SELLER MUST UPON NOTICE FROM THE BUYER IMMEDIATELY
RETURN ANY LETTER OF CREDIT THEN OUTSTANDING TO THE ISSUING BANK FOR
CANCELLATION.
11.
LIABILITY
(A)
EACH PARTY WILL BE LIABLE TO THE OTHER FOR
THE LOSS OR DAMAGE DIRECTLY AND FORESEEABLY RESULTING FROM ANY BREACH BY THAT
PARTY OF ITS OBLIGATIONS HEREUNDER.
(B)
EXCEPT AS OTHERWISE PROVIDED IN THIS
CONTRACT, NEITHER PARTY WILL HAVE ANY LIABILITY TO THE OTHER FOR ANY LOSS OR
DAMAGE OR OTHER LIABILITY WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, IN
CONNECTION WITH THIS CONTRACT AND IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE
OTHER FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES.
"INDIRECT OR
CONSEQUENTIAL LOSSES OR DAMAGES" MEANS LOSS OR DAMAGE OTHER THAN THE LOSS OR
DAMAGE REFERRED TO IN CLAUSE 11(A).
12.
TERMINATION
(A)
THE FOLLOWING CIRCUMSTANCES OR EVENT (EVENT
OF DEFAULT) WILL CONSTITUTE A DEFAULT BY A PARTY (THE DEFAULTING PARTY):
(I)
ANY REPRESENTATION OR WARRANTY FURNISHED
BY THE DEFAULTING PARTY TO THE OTHER PARTY (THE NON DEFAULTING PARTY) IN THIS
CONTRACT IS FALSE OR MISLEADING IN ANY MATERIAL RESPECT WHEN MADE;
(II)
ANY FAILURE BY THE DEFAULTING PARTY