VALIDITY OR ENFORCEABILITY OF ANY DOCUMENT OR INSTRUMENT RELATED TO ANY LETTER
OF CREDIT OR LETTER OF CREDIT REQUEST.
THE BORROWER HEREBY ASSUMES ALL RISKS OF
THE ACTS OR OMISSIONS OF ANY BENEFICIARY OR TRANSFEREE WITH RESPECT TO ITS USE
OF ANY LETTER OF CREDIT; PROVIDED, HOWEVER, THAT THIS ASSUMPTION IS NOT INTENDED
TO, AND SHALL NOT, PRECLUDE THE BORROWER'S PURSUING SUCH RIGHTS AND REMEDIES AS
IT MAY HAVE AGAINST THE BENEFICIARY OR TRANSFEREE AT LAW OR UNDER ANY OTHER
AGREEMENT.
NONE OF THE L/C ISSUER, ANY AGENT-RELATED PERSON, NOR ANY OF THE
RESPECTIVE CORRESPONDENTS, PARTICIPANTS OR ASSIGNEES OF THE L/C ISSUER, SHALL BE
LIABLE OR RESPONSIBLE FOR ANY OF THE MATTERS DESCRIBED IN CLAUSES (I) THROUGH
(VIII) OF SUBSECTION (G) OF THIS SECTION 2.05; PROVIDED, HOWEVER, THAT ANYTHING
IN SUCH CLAUSES TO THE CONTRARY NOTWITHSTANDING, THE BORROWER MAY HAVE A CLAIM
AGAINST THE L/C ISSUER, AND THE L/C ISSUER MAY BE LIABLE TO THE BORROWER, TO THE
EXTENT, BUT ONLY TO THE EXTENT, OF ANY DIRECT, AS OPPOSED TO CONSEQUENTIAL OR
EXEMPLARY, DAMAGES SUFFERED BY THE BORROWER WHICH THE BORROWER PROVES WERE
CAUSED BY THE L/C ISSUER'S BAD FAITH, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR
THE L/C ISSUER'S WILLFUL FAILURE TO PAY UNDER ANY LETTER OF CREDIT AFTER THE
PRESENTATION TO IT BY THE BENEFICIARY OF A SIGHT DRAFT AND CERTIFICATE(S)
STRICTLY COMPLYING WITH THE TERMS AND CONDITIONS OF A LETTER OF CREDIT.
IN
FURTHERANCE AND NOT IN LIMITATION OF THE FOREGOING, THE L/C ISSUER MAY ACCEPT
DOCUMENTS THAT APPEAR ON THEIR FACE TO BE IN ORDER, WITHOUT RESPONSIBILITY FOR
FURTHER INVESTIGATION, REGARDLESS OF ANY NOTICE OR INFORMATION TO THE CONTRARY,
AND THE L/C ISSUER SHALL NOT BE RESPONSIBLE FOR THE VALIDITY OR SUFFICIENCY OF
ANY INSTRUMENT TRANSFERRING OR ASSIGNING OR PURPORTING TO TRANSFER OR ASSIGN A
LETTER OF CREDIT OR THE RIGHTS OR BENEFITS THEREUNDER OR PROCEEDS THEREOF, IN
WHOLE OR IN PART, WHICH MAY PROVE TO BE INVALID OR INEFFECTIVE FOR ANY REASON.
EACH L/C ISSUER SHALL BE ENTITLED (BUT NOT OBLIGATED) TO RELY, AND SHALL BE
FULLY PROTECTED IN RELYING, ON THE REPRESENTATION AND WARRANTY BY THE BORROWER
SET FORTH IN THE LAST SENTENCE OF SECTION 4.04 TO ESTABLISH WHETHER THE
CONDITIONS SPECIFIED IN PARAGRAPHS (B) AND (C) OF SECTION 4.04 ARE MET IN
CONNECTION WITH ANY ISSUANCE OR EXTENSION OF A LETTER OF CREDIT.
EACH L/C
ISSUER SHALL BE ENTITLED TO RELY, AND SHALL BE FULLY PROTECTED IN RELYING, UPON
ADVICE AND STATEMENTS OF LEGAL COUNSEL, INDEPENDENT ACCOUNTANTS AND OTHER
EXPERTS SELECTED BY SUCH L/C ISSUER AND UPON ANY LETTER OF CREDIT, DRAFT,
WRITING, RESOLUTION, NOTICE, CONSENT, CERTIFICATE, AFFIDAVIT, LETTER, CABLEGRAM,
TELEGRAM, TELECOPIER, TELEX OR TELETYPE MESSAGE, STATEMENT, ORDER OR OTHER
DOCUMENT BELIEVED BY IT IN GOOD FAITH TO BE GENUINE AND CORRECT AND TO HAVE BEEN
SIGNED, SENT OR MADE BY THE PROPER PERSON OR PERSONS, AND MAY ACCEPT DOCUMENTS
THAT APPEAR ON THEIR FACE TO BE IN ORDER, WITHOUT RESPONSIBILITY FOR FURTHER
INVESTIGATION, REGARDLESS OF ANY NOTICE OR INFORMATION TO THE CONTRARY UNLESS