PARRIS N. GLENDENING, Governor                                 Ch. 652

AN AGREEMENT IN THE FORM OF A RECORD SIGNED OR OTHERWISE
AUTHENTICATED BY THE AFFECTED PARTIES IN THE MANNER PROVIDED IN § 5-104
OF THIS TITLE OR BY A PROVISION IN THE PERSON'S LETTER OF CREDIT,
CONFIRMATION, OR OTHER UNDERTAKING. THE JURISDICTION WHOSE LAW IS
CHOSEN NEED NOT BEAR ANY RELATION TO THE TRANSACTION.

(B)     UNLESS SUBSECTION (A) OF THIS SECTION APPLIES, THE LIABILITY OF AN
ISSUER, NOMINATED PERSON, OR ADVISER FOR ACTION OR OMISSION IS GOVERNED
BY THE LAW OF THE JURISDICTION IN WHICH THE PERSON IS LOCATED. THE
PERSON IS CONSIDERED TO BE LOCATED AT THE ADDRESS INDICATED IN THE
PERSON'S UNDERTAKING. IF MORE THAN ONE ADDRESS IS INDICATED, THE PERSON
IS CONSIDERED TO BE LOCATED AT THE ADDRESS FROM WHICH THE PERSON'S
UNDERTAKING WAS ISSUED. FOR THE PURPOSE OF JURISDICTION, CHOICE OF LAW,
AND RECOGNITION OF INTERBRANCH LETTERS OF CREDIT, BUT NOT
ENFORCEMENT OF A JUDGMENT, ALL BRANCHES OF A BANK ARE CONSIDERED
SEPARATE JURIDICAL ENTITIES AND A BANK IS CONSIDERED TO BE LOCATED AT
THE PLACE WHERE ITS RELEVANT BRANCH IS CONSIDERED TO BE LOCATED UNDER
THIS SUBSECTION.

(C)     EXCEPT AS OTHERWISE PROVIDED IN THIS SUBSECTION, THE LIABILITY
OF AN ISSUER, NOMINATED PERSON, OR ADVISER IS GOVERNED BY ANY RULES OF
CUSTOM OR PRACTICE, SUCH AS THE UNIFORM CUSTOMS AND PRACTICE FOR
DOCUMENTARY CREDITS, TO WHICH THE LETTER OF CREDIT, CONFIRMATION, OR
OTHER UNDERTAKING IS EXPRESSLY MADE SUBJECT. IF (I) THIS TITLE WOULD
GOVERN THE LIABILITY OF AN ISSUER, NOMINATED PERSON, OR ADVISER UNDER
SUBSECTION (A) OR (B) OF THIS SECTION, (II) THE RELEVANT UNDERTAKING
INCORPORATES RULES OF CUSTOM OR PRACTICE, AND (III) THERE IS CONFLICT
BETWEEN THIS TITLE AND THOSE RULES AS APPLIED TO THAT UNDERTAKING,
THOSE RULES GOVERN EXCEPT TO THE EXTENT OF ANY CONFLICT WITH THE
NONVARIABLE PROVISIONS SPECIFIED IN § 5-103(C) OF THIS TITLE.

(D)     IF THERE IS CONFLICT BETWEEN THIS TITLE AND TITLE 3, 4, 4A, OR 9, THIS
TITLE GOVERNS.

(E)     THE FORUM FOR SETTLING DISPUTES ARISING OUT OF AN UNDERTAKING
WITHIN THIS TITLE MAY BE CHOSEN IN THE MANNER AND WITH THE BINDING
EFFECT THAT GOVERNING LAW MAY BE CHOSEN IN ACCORDANCE WITH
SUBSECTION (A) OF THIS SECTION.

5-117. SUBROGATION OF ISSUER, APPLICANT, AND NOMINATED PERSON.

(A)     AN ISSUER THAT HONORS A BENEFICIARY'S PRESENTATION IS
SUBROGATED TO THE RIGHTS OF THE BENEFICIARY TO THE SAME EXTENT AS IF
THE ISSUER WERE A SECONDARY OBLIGOR OF THE UNDERLYING OBLIGATION
OWED TO THE BENEFICIARY AND OF THE APPLICANT TO THE SAME EXTENT AS IF
THE ISSUER WERE THE SECONDARY OBLIGOR OF THE UNDERLYING OBLIGATION
OWED TO THE APPLICANT.

(B)     AN APPLICANT THAT REIMBURSES AN ISSUER IS SUBROGATED TO THE
RIGHTS OF THE ISSUER AGAINST ANY BENEFICIARY, PRESENTER, OR NOMINATED
PERSON TO THE SAME EXTENT AS IF THE APPLICANT WERE THE SECONDARY

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