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Standby Letter of Credit Application and Agreement
<br /> issued; and (ii) Applicant's aggregate remedies against Bank for wrongfully honoring a presentation or wrongfully retaining honored documents
<br /> shall in no event exceed the aggregate amount paid by Applicant to Bank with respect to the honored presentation, plus interest. (C) Without
<br /> limiting any other provision of the Agreement, Bank and, as applicable, its correspondents: (i) may rely upon any oral, telephonic, telegraphic,
<br /> facsimile,electronic,written or other communication believed in good faith to have been authorized by Applicant,whether or not given or signed by
<br /> an authorized person; (ii)shall not be responsible for any acts or omissions by, or the solvency of, any Beneficiary, any nominated person or any
<br /> other person; (iii)may honor any presentation or drawing under the Letter of Credit that appears on its face substantially to comply with the terms
<br /> and conditions of the Letter of Credit; (iv)may honor or reimburse the issuing bank for any presentation under any Guarantee, requested pursuant
<br /> to this Agreement,that appears on its face to substantially comply with the terms and conditions of such requested Guarantee and may honor or
<br /> reimburse the issuing bank for a demand for payment under a demand Guarantee or any counter guarantee(which includes but is not limited to a
<br /> letter of credit)that is issued subject to the Uniform Rules for Demand Guarantees,2010 Revision, International Chamber of Commerce Publication
<br /> No 758("URDG")including but not limited to: (1)in the case of a demand guarantee other than a counter-guarantee,such demand for payment is
<br /> not supported by a statement indicating in what respect the Bank or other applicant named in such Guarantee is in breach of its obligations under
<br /> any underlying agreement or transaction, unless the demand guarantee expressly requires presentation of such supporting statement and
<br /> regardless of whether such demand guarantee expressly excludes any requirement for such a supporting statement or(2)in the case of a counter-
<br /> guarantee, such demand is not supported by a statement by the party to whom such counter-guarantee was issued indicating that such party has
<br /> received a complying demand under the demand guarantee or counter-guarantee issued by such party, unless the counter-guarantee expressly
<br /> requires presentation of such supporting statement and regardless of whether the related counter-guarantee expressly excludes the requirement
<br /> for such a supporting statement, (v) may permit partial drawings under the Letter of Credit, except as otherwise expressly stated in the Letter of
<br /> Credit,and may honor the relative Drafts without inquiry(vi)may disregard any requirement of the Letter of Credit that presentation be made to it at
<br /> a particular place or by a particular time of day(but not any requirement for presentation by a particular day)or that notice of dishonor be given in a
<br /> particular manner, and Bank may amend or specify any such requirement in the Letter of Credits; (vii) may accept as a draft any written or
<br /> electronic demand or request for payment under the Letter of Credit, even if nonnegotiable or not in the form of a draft, and may disregard any
<br /> requirement that such draft, demand or request bear any or adequate reference to the Letter of Credit; (viii) may honor, before or after its
<br /> expiration,a previously dishonored presentation under the Letter of Credit,whether pursuant to court order,to settle or compromises any claim that
<br /> is wrongfully dishonored or otherwise, and shall be entitled to reimbursement to the same extent (if any) as if it had initially honored plus
<br /> reimbursement of any interest paid by it; (ix) may honor, upon receipt, any drawing that is payable upon presentation of a statement advising
<br /> negotiation or payment(even if such statement indicates that a draft or other document is being separately delivered)and shall not be liable for any
<br /> failure of any Draft or document to arrive or to conform with the Draft or document referred to in the statement or any underlying transaction; (x)
<br /> may retain proceeds of the Letter of Credit based on a valid exercise of Bank's set off rights or an apparently applicable attachment order or
<br /> blocking regulation; (xi)may select any branch or affiliate of Bank or any other bank to act as advising,transferring, confirming and/or nominated
<br /> bank under the law and practice of the place where it is located; (xii)shall not be responsible for any other action or inaction taken or suffered by
<br /> Bank or its correspondents under or in connection with the Letter of Credit, with any presentation thereunder or with any Collateral, if required or
<br /> permitted under any applicable domestic or foreign law or Letter of Credit practice. Examples of laws or practice that may be applicable,depending
<br /> upon the terms of the Letter of Credit and where and when it is issued, include the UCC,the Uniform Rules for Demand Guarantees("URDG")the
<br /> UCP,the ISP, published rules of practice, applicable standard practice of banks that regularly issue Letters of Credit, and published statements or
<br /> interpretations on matters of standard bank practice.(D)Neither Bank nor any of its correspondents shall be liable in contract,tort,or otherwise,for
<br /> any punitive, exemplary, consequential, indirect or special damages. Any claim by Applicant under or in connection with this Agreement or the
<br /> Letter of Credit shall be reduced by an amount equal to the sum of(i)the amount(if any) saved by Applicant as a result of the breach or other
<br /> wrongful conduct complained of;and(ii)the amount(if any)of the loss that would have been avoided had Applicant taken all reasonable steps to
<br /> mitigate any loss, including by enforcing its rights in the transaction(s)underlying the Letter of Credit, and in case of a claim of wrongful dishonor,
<br /> by specifically and timely authorizing Bank to effect a cure.
<br /> 4. As security for the performance of all present or future Obligations of every kind and description, however evidenced, of the Applicant, whether
<br /> such Obligations are direct or indirect, fixed or contingent, liquidated or unliquidated, including any extensions, amendments, modifications or
<br /> renewals thereof the Applicant hereby grants the Bank a security interest in and the right of possession and disposal of the following collateral
<br /> ("Collateral"):
<br /> (a) Bank shall be subrogated to the Applicant's rights in respect of any transaction in any way related to the Letter of Credit or any Drafts,
<br /> including rights against Beneficiary, any collateral, all of the Applicant's rights and causes of action against any and all parties arising from or
<br /> in connection with any contract of sale or purchase of property covered by the Letter of Credit or any other transaction involving the Letter of
<br /> Credit,or any guarantees,agreements or other undertakings(including those in effect between the Applicant and any Account Party named in
<br /> the Letter of Credit),Letters of Credit,policies of insurance or other assurances in connection therewith;and
<br /> (b) To the extent permitted by applicable law, all tangible and intangible property, rights, claims and demands of every kind (including deposit
<br /> balances)now or hereafter belonging to the Applicant and which may now or hereafter be in the possession,custody or control of,or in transit
<br /> to,or set apart for the Bank or its Agents for any purpose;and
<br /> (c) The following specifically described collateral,if applicable:
<br /> None
<br /> The terms and covenants of the security instruments(s)covering such collateral are hereby made a part of this Agreement and incorporated
<br /> herein by this reference. The above described property shall be held by Bank as collateral for: (a) any and all Obligations and liabilities of
<br /> Applicant to Bank hereunder, and (b) any and all other Obligations and liabilities of Applicant to Bank, whether now existing or hereinafter
<br /> arising, due or to become due, whether individually or jointly with others, and whether direct, indirect, absolute or contingent as maker,
<br /> endorser,guarantor,surety or otherwise.
<br /> 5. Each Applicant warrants and represents to Bank that it has all requisite power and authority to conduct its business, to own its
<br /> properties and to execute and deliver and perform all its Obligations under this Application.
<br /> (a) The execution and delivery by each Applicant of, and the performance by each Applicant of its Obligations hereunder have been duly
<br /> authorized by all requisite action on the part of each Applicant,and do not and will not(i)violate any provision of any law, rule or regulation,or
<br /> any order,writ,judgment,injunction,or ruling of any court or governmental agency,or(ii)be in conflict with,result in a breach of,or constitute,
<br /> with notice or lapse of time or both, a default under any indenture, agreement or other instrument to which each Applicant is a party or by
<br /> which each Applicant or any of its property is bound or under its organizational documents.
<br /> (b) The Application, when executed and delivered to the Bank, will be the legal, valid and binding agreement of each Applicant, enforceable
<br /> against Applicant in accordance with its terms.
<br /> 318048(11/21) Page 4 of 10
<br /> Truist Corporate Forms
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