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Standby Letter of Credit Application and Agr�ement
<br /> 6. Upon the occurrence of any of the following events of default(hereinafter"Event of Default"),the Bank,at its option, may declare the amount of the
<br /> Letter of Credit and any or all of the other Obligations of the Applicant to the Bank immediately due and payable and the Bank may exercise any
<br /> and all of the rights and remedies of a secured party under the Uniform Commercial Code and other applicable law and all rights provided herein,
<br /> all of which rights and remedies shall,to the full extent permitted by law, be cumulative:
<br /> (a) The Applicant fails to pay when due any Obligation or is otherwise in default under this Agreement or any other agreement;
<br /> (b) The falsity or the appearance of falsity made by the Applicant in this Agreement or in connection with this Agreement or any other agreement
<br /> with the Bank;
<br /> (c) The failure of the Applicant to observe or perform any of the terms or provisions of this Agreement,or any such default by any guarantor of this
<br /> Agreement;
<br /> (d) The breach of any of the Applicant's representations or warranties in this Agreement or any other agreement with the Bank;
<br /> (e) Applicant grants a security interest in or a lien on any of its assets to any person without granting the Bank a security interest in or lien on the
<br /> same assets on a pari passu basis.
<br /> (f) The death,dissolution,merger,consolidation or termination of existence of the Applicant or any guarantor;
<br /> (g) The insolvency or inability to pay debts as they mature of the Applicant or any guarantor, or the application for the appointment of a receiver
<br /> for any of them, or the filing of a petition under any provision of the Bankruptcy Code or other insolvency law or statute by or against any of
<br /> them,or any assignment for the benefit of Creditors by or against any of them;
<br /> (h) The entry of a judgment against the Applicant or any guarantor or the issuance or service of any attachment, levy or garnishment against the
<br /> Applicant or any guarantor or the repossession or seizure of property of any of them.
<br /> (i) Any deterioration or impairment of the Collateral or any part of the Collateral or any decline or depreciation in the value or market value of the
<br /> Collateral(whether actual or reasonably anticipated),which causes the Collateral, in the judgment of the Bank,to become unsatisfactory as to
<br /> character or value;
<br /> Q) A material change in the ownership,control or management of the Applicant or any guarantor unless such change is approved by the Bank or
<br /> the sale or transfer by any Applicant or any guarantor of all or substantially all of such party's assets other than in the ordinary course of
<br /> business;
<br /> (k) As permitted by applicable law, a determination by the Bank a material adverse change in the financial condition, business results, assets,or
<br /> liabilities of the Applicant or any guarantor has occurred since the date of this Agreement;or
<br /> (1) Applicant shall fail to pay any principal,premium,interest or if any event shall occur or any condition shall exist in respect of any indebtedness,
<br /> including but not limited to(any Credit agreement outstanding with Truist, if any) owed by Applicant the effect of which is to cause (or permit
<br /> the holder or owner of such indebtedness to cause)such indebtedness or any portion thereof, to become due prior to its stated maturity or
<br /> prior to its regularly scheduled dates of payment.
<br /> The Bank shall have no obligation or commitment to issue,extend, or amend or renew any Letter of Credit if an Event of Default has occurred and
<br /> is continuing.On the date of any issuance, extension, renewal or amendment of any Letter of Credit,Applicant represents and warrants that(1)no
<br /> Event of Default exists or would result from the issuance hereof and (ii)that all the representations and warranties herein are true and correct on
<br /> and as of such date.
<br /> 7. The Applicant shall comply with all foreign and US Laws, rules and regulations now or hereafter applicable to the execution, delivery and
<br /> performance by the Applicant of this Agreement or to the transactions related to the Letter of Credit.
<br /> 8. Applicant will indemnify and hold harmless Bank and its officers, directors, affiliates, employees, attorneys and agents (each, an "Indemnified
<br /> Party") from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees and
<br /> disbursements and other dispute resolution expenses (including fees and expenses in preparation for a defense of any investigation, litigation or
<br /> proceeding) and costs of collection) that arise out of or in connection with: (A) the Letter of Credit or any pre-advice of its issuance; (B) any
<br /> payment or action taken or omitted to be taken in connection with the Letter of Credit or this Agreement(including any action or proceeding to (i)
<br /> restrain any presentation, (ii) compel or restrain any payment or the taking of any other action under the Letter of Credit, (iii)obtain damages for
<br /> wrongful dishonor or honor of the Letter of Credit or for breach of any other duty arising out of or related to the Letter of Credit, (iv) compel or
<br /> restrain the taking of any action under this Agreement or(v)obtain similar relief(including by way of interpleader,declaratory judgment,attachment
<br /> or otherwise), regardless of who the prevailing party is in any such action or proceeding); (C)an adviser or a confirmer or other nominated person
<br /> seeking to be reimbursed, indemnified or compensated, (D) any beneficiary requested to issue its own undertaking seeking to be reimbursed,
<br /> indemnified or compensated or(E)any third party seeking to enforce the rights of an applicant, beneficiary, nominated person,transferee,assignee
<br /> of Letter of Credit proceeds, this Agreement, the Collateral or the Letter of Credit; (G)the release by Applicant of any Letter of Credit to any third
<br /> party prior to its issuance by the Bank; or (H) any act or omission, whether rightful or wrongful, of any present or future de jure or de facto
<br /> government or governmental authority(including with respect to any document or property received under this Agreement or the Letter of Credit)or
<br /> any other cause beyond the Bank's control, except to the extent such liability, loss, damage, cost or expense is found in a final, non-appealable
<br /> judgment by a court of competent jurisdiction to have resulted directly from such Indemnified party's gross negligence or willful misconduct.
<br /> Applicant will pay on demand from time to time all amounts owing under this section. If and to the extent that the Obligations of Applicant under this
<br /> section are unenforceable for any reason,Applicant agrees to make the maximum contribution to the payment of such obligation that is permissible
<br /> under applicable law.
<br /> 9. Applicant is responsible for approving the text of the Letter of Credit as issued by Bank and as received by any Beneficiary. Applicant's ultimate
<br /> responsibility for the final text shall not be affected by any assistance Bank may provide such as drafting or recommending text or by Bank's use or
<br /> refusal to use text submitted by Applicant. Bank does not represent or warrant that the Letter of Credit will satisfy Applicant's requirements or
<br /> intentions.Applicant is responsible for the suitability of the Letter of Credit for Applicant's purposes.Applicant will examine the copy of the Letter of
<br /> Credit,and any other documents sent by Bank in connection with the Letter of Credit,and shall notify Bank of any non-compliance with Applicant's
<br /> instructions,and of any discrepancy in any document under any presentment or other irregularity,within 3 business days after Applicant receives or
<br /> should have received any of such documents(the"Required Time"); provided, however,if the end of the Required Time falls on a weekend or Bank
<br /> holiday, the deadline shall be extended to the end of the next business day. Applicant 's failure to give timely and specific notice during the
<br /> Required Time shall automatically waive Applicant's right to object,and will be deemed to have authorized or ratified Bank's action or inaction,and
<br /> preclude Applicant from raising any objection as a defense or claim against Bank.
<br /> 318048(11/21) Page 5 of 10
<br /> Truist Corporate Forms
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