Letter of Credit Application

TERMS & CONDITIONS

• (1) As a condition precedent and inducement for SBLC to accept this Application and issue a documentary letter of credit, standby letter of credit, or similar instrument (each a “Letter of Credit”), Applicant unconditionally and irrevocably agrees to pay SBLC or its assigns, in immediately available funds, all opening fees, bank fees, commissions, and other fees agreed upon between the Applicant and SBLC or customarily charged by SBLC. Applicant likewise agrees to pay SBLC or its assigns, in immediately available funds, for any and all drawings against the Letter of Credit, along with any and all bank fees and commissions regardless of whether the draft was made in conformance with the terms of the Letter of Credit or whether the draft was accepted and paid after Applicant’s oral or written approval of discrepancies. Applicant unconditionally agrees that unless SBLC decides otherwise in its sole discretion, no drawing against a Letter of Credit shall be approved for payment until Applicant indefeasibly pays SBLC the full amount of the drawing and applicable bank fees in immediately available funds. Applicant unconditionally agrees that all fees and commissions incurred upon opening a Letter of Credit are fully earned and non-refundable. A Letter of Credit shall be considered opened when it is transmitted or couriered by the issuing bank to the designated advising bank, a correspondent or intermediate bank, or the designated beneficiary, regardless of whether the Letter of Credit is rejected by the beneficiary for any reason, or if it is rejected by the advising bank or any correspondent or intermediate bank for any reason except for reasons for which SBLC or its issuing bank are directly at fault. (2) Pursuant to the provisions of the Uniform Customs and Practice for Documentary Credits, SBLC, its agents, or its affiliates shall not be liable for the form, sufficiency, accuracy, genuineness, falsification or legal effect of any document, or for the general or particular conditions stipulated in a document or superimposed thereon; nor shall SBLC, its agents, or its affiliates be liable or responsible for the description, quantity, weight, quality, condition, packing, delivery, value or existence of the goods, services or other performance represented by any document, or for the good faith or acts or omissions, solvency, performance or standing of the consignor, the carrier, the forwarder, the consignee or the insurer of the goods or any other person. (3) Applicant agrees to indemnify SBLC, its agents, and its affiliates from and against any and all damages and/or liabilities of any kind arising from or related to any Letter of Credit issued by SBLC, including, without limitation, attorney’s fees, that may be imposed against SBLC, its agents, or its affiliates, except to the extent that any such damages or liability arise from the willful misconduct of the party being indemnified. Applicant acknowledges that this indemnification provision is a material inducement for SBLC to accept this Application and issue a Letter of Credit. Applicant also agrees to pay any reasonable attorney fees incurred by SBLC in connection with the enforcement of its rights hereunder against Applicant. (4) Applicant agrees that this Application and all agreements reached between the Applicant and SBLC in connection with this Application, including, without limitation, the issuance of a Letter of Credit, shall be interpreted and enforced in accordance with the laws of the State of New York without regard to the conflict of laws rules of New York. The Applicant unconditionally and irrevocably consents to the jurisdiction of the courts of the State of New York in New York or Nassau Counties and to the jurisdiction of the United States District Court for the Southern or Eastern Districts of New York for the purpose of any lawsuit or proceeding arising out of or relating to this Application or any Letter of Credit issued in connection with this Application. APPLICANT AND SBLC EACH HEREBY WAIVE ANY AND ALL RIGHTS IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION, PROCEEDING OR COUNTERCLAIM ARISING FROM THE TRANSACTIONS CONTEMPLATED HEREIN. WE, THE UNDERSIGNED APPLICANT, AGREE TO AND ACCEPT THE TERMS AND CONDITIONS CONTAINED IN THIS APPLICATION.