|
Standby Letter of Credit Application and Agr�ement
<br /> Additional Terms and Conditions
<br /> If the Letter of Credit is to be issued pursuant to a Syndicated Credit Agreement, complete the following:
<br /> The Applicant(s)requests Bank to issue its irrevocable Letter of Credit pursuant to the terms and conditions of this Agreement and the Syndicated Credit
<br /> Agreement dated as of among
<br /> which terms and conditions are subject to this Application by reference thereto, provided, that in event of any conflict between this Application and the
<br /> Syndicated Credit Agreement, the terms of the Syndicated Credit Agreement shall control. Notwithstanding the terms above, upon termination of the
<br /> Syndicated Credit Agreement or upon the Bank no longer being a lender under the Syndicated Credit Agreement, the terms of this Agreement will
<br /> control and be in full force and effect for any Letters of Credit issued pursuant to this Agreement.
<br /> In addition to the preceding terms and conditions described in this Application and Agreement ("Agreement"), the Applicant further agrees with Truist
<br /> Bank("Truist"or"Bank")as follows:
<br /> 1. The Bank is authorized to honor drafts presented to it pursuant to the Letter of Credit and in accordance with the terms thereof. It is expressly
<br /> agreed that the Bank shall honor any draft without requiring additional evidence other than as stated in the Letter of Credit.
<br /> 2. The Applicant promises to pay to the Bank,on demand and in immediately available funds at any of its offices,or at such place as the Bank may in
<br /> writing designate the following amounts(hereinafter"Obligations").
<br /> (a) The amount of each draft or other request for payment("draft")drawn under or purporting to be drawn under the Letter of Credit.
<br /> (b) Applicant further agrees to pay the bank,on demand, its commissions,fees and any and all charges and expenses(including all charges for
<br /> legal services)which may be paid or incurred by Bank in connection with the Letter of Credit, including but not limited to costs of complying
<br /> with any and all applicable governmental exchange regulations and all correspondent's charges,for applicant accounts.Any amounts which
<br /> are not paid when due shall bear interest, payable on demand, until paid in full. Interest payable hereunder shall be at a fluctuating rate,
<br /> calculated on the basis of 360-day year and actual days elapsed, which is four percent (4%)above the prime rate with each change in the
<br /> prime rate automatically and immediately changing the rate applicable hereto. For purposes hereof, "prime rate"means the fluctuating rate in
<br /> effect at the time in question that is publicly announced by you from time to time as being your prime rate hereafter in effect. Such payment
<br /> shall be subject to a minimum late payment fee.Applicant shall not be entitled a rebate of any portion of the commissions,fee,or charges paid
<br /> to Bank if the Letter of Credit shall expire or terminate,or if the amount available under the Letter of Credit shall be reduced prior to the end of
<br /> the period for which such commissions,fee,or charges are paid.
<br /> (c) All expenses which the Bank may pay or incur in connection with issuing,confirming or advising the Letter of Credit,including but not limited to
<br /> Telex/Swift transmissions fee, overnight domestic courier fee,foreign courier fee and faxing fee, any fees charged to the Bank by any other
<br /> third parties in connection with the issuance, advise/confirmation, negotiation, amendment or collection of the Letter of Credit, any stamp
<br /> taxes, recording taxes or similar taxes or fees payable in connection with the Letter of Credit or this Agreement, and reasonable attorney's
<br /> fees and disbursements and other dispute resolution expenses to protect or enforce the Bank's rights and remedies under or in connection
<br /> with the Letter of Credit,this Agreement or other related documents including to respond to any notice of fraud,forgery,illegality, presentation
<br /> under the Letter of Credit,or to defend against any action in which an injunction is sought or obtained.
<br /> (d) Upon issuance of the Letter of Credit,the Applicant agrees to pay the Issuance Processing Fee described below. In addition, and as long as
<br /> the Bank is obligated under the Letter of Credit, the Applicant agrees to pay the commission described below, and in the absence of such
<br /> description, in such amounts and at such commission rates as the Bank may in its discretion reasonably determine. In addition,the Applicant
<br /> agrees to pay the following items as applicable(i)a late charge equal to 5%of any amount more than 15 days past due;and(ii)a reasonable
<br /> amendment fee for processing any amendment or extension to the Letter of Credit.
<br /> (e) As to drafts which are payable in currency other than United States currency,the amount to be paid by Applicant will be the amount required
<br /> to purchase the currency from Bank at Bank's current selling rate for cable transfers to the place of payment in the currency and amount in
<br /> which such draft was drawn. If there is then no current selling rate generally offered by Bank for effecting such cable transfers, Applicant
<br /> agrees on demand to pay Bank an amount, which Bank then deems necessary to pay or provide for the payment of Applicant's Obligations
<br /> hereunder.
<br /> By prior arrangement satisfactory to Bank, as to any draft payable in currency other than United States currency,Applicant may pay to Bank
<br /> the amount of such draft by making such amount immediately available to Bank by the deposit of such amount(in the currency in which such
<br /> draft is payable)to an account maintained by Bank at a financial institution to be specified by Bank under advice to the Bank.
<br /> Notwithstanding the manner of payment or the currency in which any draft is drawn,Applicant shall remain liable for any deficiency which may
<br /> result if the actual cost to Bank or settlement of Bank's obligation under the Letter of Credit proves to be in excess of the amount so paid by
<br /> Applicant and Applicant shall be entitled to a refund,without interest,of any excess payment made to Bank.
<br /> (f) Applicant authorizes Bank to debit any of Applicant's accounts at Bank for any payments due under this Agreement,Applicant further certifies
<br /> that it holds legitimate ownership of each of these accounts and preauthorizes this debit as part of its ownership rights.
<br /> 3. Claims against Bank; Waivers; Exculpations; Limitations of Liability, Ratification; Accounting. (A)Applicant's Obligations shall be irrevocable and
<br /> unconditional and performed strictly in accordance with the terms of this Agreement, irrespective of:(i)any change or waiver in the time,manner or
<br /> place of payment of or any other term of the Obligations (including any release)of any other party who, if applicable, has guaranteed or is jointly
<br /> and severally liable for any of the Obligations or granted any security therefore; (ii) any exchange, change or release of any Collateral or other
<br /> collateral (including any failure of Bank to perfect any security interest therein),for any of the Obligations, (iii)any presentation under the Letter of
<br /> Credit being forged,fraudulent or any statement therein being untrue or inaccurate, (iv)any agreement by Bank and any Beneficiary extending or
<br /> shortening Bank's time after presentation to examine documents or to honor or give notice of discrepancies. (B)Without limiting the foregoing, it is
<br /> expressly agreed that the obligations of Applicant to reimburse or to pay Bank pursuant to this Agreement will not be excused by ordinary
<br /> negligence, gross negligence, wrongful conduct or willful misconduct of Bank. However, the foregoing shall not excuse Bank from liability to
<br /> Applicant in any independent action or proceeding brought by Applicant against Bank following such reimbursement or payment by Applicant to the
<br /> extent of any unavoidable direct damages suffered by Applicant that are caused directly by Bank's gross negligence or willful misconduct is found in
<br /> a final, non-appealable judgment by a court of competent jurisdiction; provided that(i)Bank shall be deemed to have acted with due diligence and
<br /> reasonable care if it acts in accordance with standard Letter of Credit practice of commercial banks located in the place that the Letter of Credit is
<br /> 318048(11/21) Page 3 of 10
<br /> Truist Corporate Forms
<br />
|