OBLIGATIONS HEREUNDER.
NEITHER THE ADMINISTRATIVE AGENT, THE BANKS NOR ANY ISSUING BANK, NOR ANY OF
THEIR INDEMNITEES SHALL HAVE ANY LIABILITY OR RESPONSIBILITY BY REASON OF OR IN
CONNECTION WITH THE ISSUANCE OR TRANSFER OF ANY LETTER 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 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 AN
ISSUING BANK; PROVIDED THAT THE FOREGOING SHALL NOT BE CONSTRUED TO EXCUSE AN
ISSUING BANK FROM LIABILITY TO THE BORROWER TO THE EXTENT OF ANY DAMAGES (BUT
EXCLUDING CONSEQUENTIAL DAMAGES, CLAIMS IN RESPECT OF WHICH ARE HEREBY WAIVED BY
THE BORROWER TO THE EXTENT PERMITTED BY APPLICABLE LAW) SUFFERED BY THE BORROWER
THAT ARE CAUSED BY OR ATTRIBUTABLE TO AN ISSUING BANK'S FAILURE TO EXERCISE CARE
WHEN DETERMINING WHETHER DRAFTS AND OTHER DOCUMENTS PRESENTED UNDER A 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 AN
ISSUING BANK (AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION), EACH
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 LETTER OF CREDIT, AN
ISSUING BANK MAY, IN ITS SOLE DISCRETION, EITHER ACCEPT AND MAKE PAYMENT UPON
SUCH DOCUMENTS WITHOUT RESPONSIBILITY FOR FURTHER INVESTIGATION, UNLESS THE
APPLICABLE ISSUING BANK HAS 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 LETTER OF CREDIT.
26
(G)
DISBURSEMENT PROCEDURES.
EACH ISSUING BANK
SHALL, PROMPTLY FOLLOWING ITS RECEIPT THEREOF, EXAMINE ALL DOCUMENTS PURPORTING
TO REPRESENT A DEMAND FOR PAYMENT UNDER EACH ONE OF ITS LETTERS OF CREDIT.
EACH
ISSUING BANK SHALL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT AND THE BORROWER OF
A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IT HAS ISSUED AND WHETHER IT HAS
MADE OR WILL MAKE AN LC DISBURSEMENT THEREUNDER; PROVIDED THAT ANY FAILURE TO
GIVE OR DELAY IN GIVING SUCH NOTICE SHALL NOT RELIEVE THE BORROWER OF ITS
OBLIGATION TO REIMBURSE THE APPLICABLE ISSUING BANK AND THE BANKS WITH RESPECT
TO ANY SUCH LC DISBURSEMENT.
(H)
INTERIM INTEREST.
IF AN ISSUING BANK SHALL
MAKE ANY LC DISBURSEMENT, THEN, UNLESS THE BORROWER SHALL REIMBURSE SUCH
LC DISBURSEMENT IN FULL ON THE DATE SUCH LC DISBURSEMENT IS MADE, THE UNPAID
AMOUNT THEREOF SHALL BEAR INTEREST, FOR EACH DAY FROM AND INCLUDING THE DATE
SUCH LC DISBURSEMENT IS MADE TO BUT EXCLUDING