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Standby Letter of Credit Application and Agreement
<br /> 10. Upon the occurrence and during the continuation of any Event of Default or in the event of fees imposed upon the Bank by other parties in
<br /> connection with the issuance,amendment, maintenance or collection of the Letter of Credit,the Applicant agrees that the Bank may,to the extent
<br /> permitted by applicable law, set off against the balance due under this Agreement any and all Letter of Credits, money, stocks, bonds or other
<br /> security or property of any nature whatsoever on deposit with, held by or in the possession of the Bank or its Agents to the Letter of Credit of or for
<br /> the Applicant's account,without prior notice to or consent by the Applicant,but the Bank shall provide prompt written notice to the Applicant of such
<br /> set off.The Bank's rights under this paragraph are in addition to other rights and remedies(including,without limitation,other rights of setoff)which
<br /> the Bank may have.
<br /> 11. The Applicant agrees to execute and deliver to the Bank any other documents and instruments the Bank may from time to time reasonably require
<br /> in connection with the Letter of Credit in form satisfactory to the Bank, and will join the Bank in executing financing statements or other documents
<br /> and pay the cost of filing the same,including all recordation,transfer and other taxes or fees.
<br /> 12. Should the Bank, after the date hereof, determine that the adoption of any law or regulation regarding capital adequacy, or any change in the
<br /> interpretation or administration thereof, has or would have the effect of reducing the Bank's rate of return under this Agreement or under the Letter
<br /> of Credit to a level below that which the Bank could have achieved but for such adoption or change, by an amount which the Bank considers to be
<br /> material, then, from time to time, 30 days after written demand by Bank, the Applicant shall pay to the Bank such additional amounts as will
<br /> compensate the Bank for such reduction. Each demand by the Bank shall be made in good faith and shall be accompanied by a certificate claiming
<br /> compensation under this paragraph and stating the amounts to be paid to it hereunder and the basis therefore.
<br /> 13. In the event of any change,modification or amendment to the Letter of Credit,this Agreement shall be binding upon the Applicant with regard to the
<br /> Letter of Credit as so changed, modified or amended and to any action taken by the Bank or any of its Agents in accordance with such change,
<br /> modification or amendment,expressly including but not limited to,a change of the Beneficiary's name,change of the Beneficiary's address or any
<br /> reduction in the amount of the Letter of Credit.
<br /> 14. The terms and conditions of this Agreement may not be waived or amended except with the written consent of the Bank.The Bank may waive any
<br /> default or remedy any default without waiving the default remedied or any other prior or subsequent default.The Bank's failure to exercise any right
<br /> or take any action under this Agreement shall not constitute a waiver of that or any other right or action.The Bank is expressly authorized to make
<br /> such minor changes in the terms set forth herein as it, in its sole discretion, deems necessary to issue the Letter of Credit provided that no such
<br /> changes shall vary the principal terms hereof.
<br /> 15. (A)Co-Applicants. If the Agreement is signed by two or more Applicants, it shall be the joint and several obligation of each. Each named Account
<br /> Party shall be an Applicant for purposes of this Application and is subject to the terms, conditions and liabilities set forth herein. Bank at its
<br /> discretion may accept, or seek instruction, from any Applicant or Co-Applicant regarding a Letter of Credit, including, without limitation, any
<br /> amendment thereto or waiver of any discrepancy there under, and until the Bank receives written notice of revocation of such authority regarding
<br /> one of the parties at the Standby Letter of Credit Department, each Applicant and Co-Applicant shall be bound by and hereby affirms the
<br /> instructions of the other.
<br /> (B)Financial Institution as Customer. If the Agreement is signed as Applicant or Co-Applicant by bank,trust company,or other financial institution
<br /> for its customer,such Applicant appoints Bank as its agent to issue the Letter of Credit.Such Applicant and its customer agree to act in accordance
<br /> with and be subject to the Agreement. If such Applicant is required (i) to reimburse Bank; (ii) to pay the Bank in the Event of Default; (iii) to
<br /> indemnify Bank' (iv)to provide collateral,then its customer agrees to reimburse, pay or indemnify Applicant for the full amount of those payments
<br /> and to provide the requisite collateral. In addition, the Financial Institution agrees to obtain its customer's consent before agreeing to waive any
<br /> discrepancy in the documents related to the Letter of Credit or waive or amend any terms of the Agreement or the Letter of Credit.
<br /> 16. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
<br /> such prohibition or unenforceability without invalidating the remaining provisions of the Agreement or affecting the validity or enforceability of such
<br /> provision in any other jurisdiction.
<br /> 17. This Agreement shall become effective upon its receipt by the Bank provided that the Bank shall not be obligated to issue the Letter of Credit until
<br /> this Agreement is accepted by the Bank's authorized officer.
<br /> 18. This Agreement shall be binding upon the Applicant, its successors and assigns, and shall inure to the benefit of the Bank, its successors,
<br /> transferees and assigns.
<br /> 19. If any consideration transferred to Bank in payment of,or as collateral for,or in satisfaction of the Obligations,shall be voided in whole or in part as
<br /> a result of(A)a subsequent bankruptcy or insolvency proceeding; (B)any forfeiture or in rem seizure action or remedy; (C)any fraudulent transfer
<br /> or preference action or remedy;or(D)any other criminal or equitable proceeding or remedy,then Bank may at its option recover the Obligations or
<br /> the consideration so voided from Applicant. In such event, Bank's claim to recover the voided consideration shall be a new and independent claim
<br /> arising under this Agreement,and shall be jointly and severally due and payable immediately by Applicant.
<br /> 20. Unless specifically committed to do so in a writing signed by the Bank,the Bank need not consent to any Letter of Credit amendment. If the Letter
<br /> of Credit may be extended or terminated by a notice given or other action taken by the Bank(with or without the passage of time),then,whether or
<br /> not requested to do so by the Applicant, the Bank shall have the right to give such notice or take such action, to fail or refuse to do so, or fail to
<br /> retain proof of doing so. If the Bank gives such notice or takes such action at the Applicant's request, then the Applicant shall obtain the
<br /> beneficiary's acknowledgment thereof and, in the case of Letter of Credit termination, return of the original Letter of Credit. If the Bank fails or
<br /> refuses to give a notice of non-extension or termination at the Applicant's timely written request, then the Bank's Letter of Credit fees shall be
<br /> calculated as if the Bank had given such notice or taken such action.
<br /> 21. Bank may grant participations,without the consent of the Applicant,or may issue a Guarantee,at the request of the Applicant,in favor of
<br /> beneficiary provided that the Applicant acknowledges and agrees that information pertaining to the Applicant as it relates to this Agreement,
<br /> Participation or request for a Guarantee may be disclosed to the actual or prospective participants,issuers,transferees or assignees. Bank is
<br /> authorized without the consent of the Applicant or Account Party to disclose information about this transaction to third parties including,but not
<br /> limited to proposed or actual purchasers of a participation in the transaction and parties acting or proposed as issuers,transferees or assignees
<br /> 318048(11/21) Page 6 of 10
<br /> Truist Corporate Forms
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