FOR SUCH LETTER OF CREDIT AND SUCH STATEMENT
SHALL NOT AFFECT THE BORROWER'S REIMBURSEMENT OBLIGATIONS HEREUNDER WITH RESPECT
TO SUCH LETTER OF CREDIT. ANY LETTERS OF CREDIT MAY BE SUBJECT TO THE UNIFORM
CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS, AS PUBLISHED AS OF THE DATE OF
ISSUE BY THE INTERNATIONAL CHAMBER OF COMMERCE.
(C)
INDEMNIFICATION; NATURE OF LENDER'S DUTIES. IN ADDITION TO ITS
OTHER OBLIGATIONS UNDER THIS SECTION 2.4, THE BORROWER HEREBY AGREES TO PROTECT,
INDEMNIFY, PAY AND SAVE THE LENDER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS,
DEMANDS, LIABILITIES, DAMAGES, LOSSES, COSTS, CHARGES AND EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES) THAT THE LENDER MAY INCUR OR BE SUBJECT TO AS A
CONSEQUENCE, DIRECT OR INDIRECT, OF (A) THE
ISSUANCE OF ANY LETTER OF CREDIT OR (B) THE FAILURE OF THE LENDER TO HONOR A
DRAWING UNDER A LETTER OF CREDIT AS A RESULT OF ANY ACT OR OMISSION, WHETHER
RIGHTFUL OR WRONGFUL, OF ANY GOVERNMENTAL AUTHORITY (ALL SUCH ACTS OR OMISSIONS,
HEREIN CALLED "GOVERNMENT ACTS"). AS BETWEEN THE BORROWER AND THE LENDER, THE
BORROWER SHALL ASSUME ALL RISKS OF THE ACTS, OMISSIONS OR MISUSE OF ANY LETTER
OF CREDIT BY THE BENEFICIARY THEREOF.
THE LENDER SHALL NOT BE RESPONSIBLE: (A)
FOR THE FORM, VALIDITY, SUFFICIENCY, ACCURACY, GENUINENESS OR LEGAL EFFECT OF
ANY DOCUMENT SUBMITTED BY ANY PARTY IN CONNECTION WITH THE APPLICATION FOR AND
ISSUANCE OF ANY LETTER OF CREDIT, EVEN IF IT SHOULD IN FACT PROVE TO BE IN ANY
OR ALL RESPECTS INVALID, INSUFFICIENT, INACCURATE, FRAUDULENT OR FORGED; (B) FOR
THE VALIDITY OR SUFFICIENCY OF ANY INSTRUMENT TRANSFERRING OR ASSIGNING OR
PURPORTING TO TRANSFER OR ASSIGN ANY LETTER OF CREDIT OR THE RIGHTS OR BENEFITS
THEREUNDER OR PROCEEDS THEREOF, IN WHOLE OR IN PART, THAT MAY PROVE TO BE
INVALID OR INEFFECTIVE FOR ANY REASON; (C) FOR ERRORS, OMISSIONS, INTERRUPTIONS
OR DELAYS IN TRANSMISSION OR DELIVERY OF ANY MESSAGES, BY MAIL, CABLE,
TELEGRAPH, TELEX OR OTHERWISE, WHETHER OR NOT THEY BE IN CIPHER; (D) FOR ANY
LOSS OR DELAY IN THE TRANSMISSION OR OTHERWISE OF ANY DOCUMENT REQUIRED IN ORDER
TO MAKE A DRAWING UNDER A LETTER OF CREDIT OR OF THE PROCEEDS THEREOF; AND (E)
FOR ANY CONSEQUENCES ARISING FROM CAUSES BEYOND THE CONTROL OF THE LENDER,
INCLUDING ANY GOVERNMENT ACTS. NONE OF THE ABOVE SHALL AFFECT, IMPAIR, OR
PREVENT THE VESTING OF THE LENDER'S RIGHTS OR POWERS HEREUNDER. IN FURTHERANCE
AND EXTENSION AND NOT IN LIMITATION OF THE SPECIFIC PROVISIONS SET FORTH IN THIS
SUBSECTION (C), ANY ACTION TAKEN OR OMITTED BY THE LENDER, UNDER OR IN
CONNECTION WITH ANY LETTER OF CREDIT OR THE RELATED CERTIFICATES, IF TAKEN OR
OMITTED IN GOOD FAITH, SHALL NOT PUT THE LENDER UNDER ANY RESULTING LIABILITY TO
THE BORROWER OR ANY OTHER CREDIT PARTY.
IT IS THE INTENTION OF THE PARTIES THAT
THIS AGREEMENT SHALL BE CONSTRUED AND APPLIED TO PROTECT AND INDEMNIFY THE
LENDER AGAINST ANY AND ALL RISKS INVOLVED IN THE ISSUANCE OF THE LETTERS OF
CREDIT, ALL OF WHICH RISKS ARE HEREBY ASSUMED BY