Fill - Free fillable Continuing Agreement for Irrevocable Standby Letters of Credit (Capital One) PDF form

Capital One Confidential Page 1 of 10

Continuing Agreement for Irrevocable Standby Letters of Credit

DEFINED TERMS

The "Applicant" means any party and all parties signing the Application, whether as applicant or

account party.

The "Application" means any and all applications submitted to the Bank by the Applicant for

issuance of Credit ·as such applications may be amended or modified from time to time with the

written or oral consent of the Applicant.

The "Bank" means Capital One, N.A.

"Credit" means any and all letters of credit issued by Bank by order of Applicant pursuant to the

Application.

An "Instrument" means any draft, receipt, acceptance, tele transmission (including, but not limited

to, telex) or cable or other written demand for payment.

"Property" means goods and merchandise and any and all documents relative thereto, securities,

funds, chooses in action, and any and all other forms of property, whether real, personal, or mixed

and any right or interest therein.

"Uniform Customs and Practice" means the Uniform Customs and Practice for Documentary Credits

(2007 Revision), International Chamber of Commerce Publication No. 600, or the International

Standby Practices (ISP98), as specified in the Credit issued by the Bank for the Applicant, or any

subsequent revision thereof adhered to by the Bank on the date the Credit is issued.

AGREEMENT FOR IRREVOCABLE STANDBY LETTERS OF CREDIT

In consideration of the issuance by the Bank of the Credit substantially as requested in the

Application, the Applicant hereby agrees with the Bank as follows with respect to the Credit:

1. The Applicant will pay the Bank, on demand, at the Bank's principal office, or such other office

as is designated by the Bank, in immediately available funds, the amount required to pay each

Instrument. Such payment shall be made with interest from the date of the Bank's payment of

such Instrument to the date of reimbursement. If the Instrument is in a foreign currency, such

payment shall be in United States currency at the higher of the Bank's or the Bank's

correspondent's selling rate of exchange for cable transfers to the place of payment of the

Instrument current on the date of payment or the Bank's settlement of its obligation or the date

of demand as the Bank may require. If, for any cause, on the date of payment or settlement, as

the case may be, there is no selling rate or other rate of exchange generally current in New York

for effecting such transfers, the Applicant will pay the Bank on demand an amount in United

States currency equivalent to the Bank's actual cost of settlement of its obligation however or

whenever the Bank shall make such settlement, with interest from the date of settlement to the

date of payment. The Applicant will comply with all governmental exchange regulations now or

hereafter applicable to the Credit or Instrument or payments related thereto and will pay the

Bank, on demand, in United States currency, such amount as the Bank may be or may have

been required to expend on account of such regulations. The Bank may debit the Applicant's

demand deposit account referred to in the Application, and any other account or accounts

maintained by the Applicant with any office of the Bank, or any subsidiary or affiliate thereof

(now or in the future), excluding any escrow, trust or other special accounts, and apply the

proceeds to the payment of any and all amounts owed by the Applicant to the Bank hereunder.

The Applicant shall during the life of all Credit maintain the account referred to in the

Application. During the time any Credit issued by Bank on Applicant's behalf remains

outstanding, Applicant shall supply Bank with such financial or other information including, but

not limited to audited annual and/or quarterly financial statements, as requested by Bank in its

reasonable sole discretion.

Capital One Confidential Page 2 of 10

2. a) The Applicant will pay the Bank, on demand, the Bank's commission and all charges, costs

and expenses paid or incurred by the Bank and the Bank's correspondents in connection with

the Credit, and interest where chargeable, including, but not limited to, reasonable fees and

charges of counsel or allocated by the Bank's internal legal department in connection with the

preparation, performance or enforcement of this Agreement or the Credit. Unless otherwise

agreed:

i. c

ommissions payable hereunder on amounts not paid when due shall be at the rate

customarily charged by the Bank at the time in like circumstances; and

ii. I

nterest payable hereunder on amounts not paid when due shall be at the lesser of (i)

the maximum rate permissible under applicable law, or (ii) the Prime Rate, which shall

mean the highest rate of interest from time to trine published in The Wall Street Journal

as the prime rate, plus 4% per annum.

b) I

n addition to commissions, fees and amounts otherwise payable with respect to the

issuance of the Credit, the Applicant shall pay to the Bank on demand such amounts as the

Bank in its sole discretion determines are necessary to compensate it for any costs,

expenses, or loss of income attributable to its issuing or having outstanding such Credit

resulting from the application of any law or regulation applicable to the Bank regarding any

reserve, assessment, capital adequacy or similar requirement relating to letters of credit or

the reimbursement agreement with respect thereto or other similar liabilities or assets of the

Bank whether existing at the time of issuance of the Credit or adopted thereafter, provided,

however, that in the case of a sale of a participation permitted herein all amounts payable by

Applicant under paragraph 2 hereof shall be determined as if the Bank has not sold such

participation. The applicant acknowledges that there may be various methods of allocating

costs (including, but not limited to, the cost of maintaining capital sufficient to permit

issuance of the Credit) to the Credit and agrees that the Bank's allocation for purposes of

determining the costs referred to above shall be conclusive and binding upon the Applicant

provided such allocation is made in good faith. The Bank shall be deemed to be entitled to a

twenty percent per annum rate of return on capital (after federal, state and local taxes) in

calculating any cost, expense, or loss of income pursuant to this paragraph.

3. T

he Bank may accept or pay any Instrument presented on or before the expiration date set forth

in the Application. Except insofar as written instructions may be given by a person purporting to

be an authorized representative of the Applicant expressly to the contrary, and prior to the

Bank's issuance of Credit, the Bank may honor as complying with the terms of the Credit and of

the Application, any Instrument or other document otherwise in order signed or issued by a

person purporting to be an administrator, executor, trustee in bankruptcy, debtor in possession,

assignee for the benefit of creditor, liquidator, receiver or other legal representative of the party

authorized under the Credit to draw or issue such Instrument or other documents.

4. In the event of any amendment, change or modification, with the consent of the Applicant,

relative to the Credit, or any Instrument or documents called for thereunder, including waiver of

noncompliance of any such Instruments or documents with the terms of the Credit, this

Agreement shall be binding upon the Applicant with regard to the Credit as so amended,

changed or modified, and to any action taken by the Bank or any of its correspondents relative

thereto. No amendment, change, waiver or modification to which the Bank has consented shall

be deemed to mean that the Bank will consent or has consented to any other or subsequent

request to amend, change, modify or waive a term of the Credit. The Bank shall not be deemed

to have waived any of its rights hereunder, unless the Bank or its authorized agent shall have

signed such waiver in writing. No such waiver, unless expressly as stated therein, shall be

effective as to any transaction which occurs subsequent to the date of such waiver, nor as to

any continuance of a breach after such waiver. All rights and remedies provided herein shall be

cumulative and not exclusive of any rights or remedies provided by law.

Capital One Confidential Page 3 of 10

5. T

he Uniform Customs and Practice as specified in the Credit shall be binding on the Applicant

and the Bank except to the extent it is otherwise expressly agreed. It is also agreed that:

a) us

er(s) of the Credit shall not be deemed agents of the Bank;

b) none of the Bank, its affiliates, subsidiaries, or its correspondents shall be responsible for:

i. f

ailure of any Instrument to bear any reference to the Credit or inadequate reference in

any Instrument to the Credit, or failure of documents (other than documents expressly

required to be presented under the Credit) to accompany any Instrument at negotiation,

or failure of any person to note the amount of any Instrument on the reverse of the

Credit, or to surrender or take up the Credit or to forward documents apart from

Instruments as required by the terms of the Credit, each of which provisions, if contained

in the Credit itself, it is agreed may be waived by the Bank; or

ii. er

rors, omissions, interruptions or delays in transmission, or delivery of any messages,

by mail, telex, cable, telegraph, facsimile, wireless or other tele transmission or by oral

instructions, whether or not they may be in cipher;

i. any acts or omissions of any beneficiary of the Credit or assignee of the Credit, if

assignable;

. the existence, nature, amount, condition, or delivery of the property purporting to be

represented by documents or any variance from descriptions therein;

v. t

he nature, validity, form, sufficiency, genuineness or collectability of any documents

(including insurance), or Instruments, or of any endorsement thereon, or the relationship

of any issuer thereof of the property;

vi. any irregularity in connection with shipment, including any default, oversight, or fraud by

the shipper and or any other in connection with the property or documents or the

shipment, non-shipment or transmittal thereof, or delay in arrival thereof, failure to

arrive, or failure to give notice of shipment or arrival thereof;

i. any act or omission or insolvency or failure in business of any other person;

iii. any act or omission, whether rightful or wrongful, of any present or future de jure or de

facto government or governmental authority, "Governmental Acts";

. Failure to pay under Credit as a result of Governmental Acts or any other cause beyond

the control of the Bank, its correspondents, and agents.

c) t

he Bank shall not be responsible for any act, error, neglect or default, omission, insolvency

or failure in business of any of its correspondents;

d) t

he occurrence of any one or more of the contingencies or events referred to in the Uniform

Customs and Practice or in the preceding clauses of subparagraphs (b) and (c) shall not

affect, impair, or prevent the vesting of any of the Bank's rights or powers hereunder or the

Applicant's obligation to make payment;

e) t

he Applicant will promptly examine:

a) t

he copy of the Credit (and of any amendments thereof) sent to it by the Bank; and

Capital One Confidential Page 4 of 10

b) all Instruments and documents delivered to it from time to time and, in the event of any

claim of noncompliance with the Applicant's instructions or other irregularity, the

Applicant will immediately notify the Bank thereof in writing, the Applicant being

conclusively deemed to have waived any such claim against the Bank and its

correspondents unless such notice is given as aforesaid;

f) without in any way limiting the foregoing, any action, inaction omission on the part of the

Bank or any of its correspondents, under or in connection with the Credit or relative

Instruments, documents or property, if in good faith, shall be binding upon the Applicant and

shall not place the Bank or any of its correspondents under any liability to the Applicant and

in no event shall the Bank or any correspondent be liable for any special, incidental,

consequential, or punitive damages. The Applicant agrees to hold the Bank, each affiliate

and subsidiary of the Bank, and the correspondents of any of them indemnified and

harmless against any and all claims, loss, liability or damage, including, but not limited to,

reasonable counsel fees, howsoever arising from issuance of the Credit or any act or

omission pursuant to instructions or otherwise in connection with the Credit including,

without limitation, any such claim, loss, liability or damage arising out of any transfer, sale,

delivery, surrender or endorsement of any document at any time held by the Bank or any of

its affiliates or subsidiaries, or held for the account of them by any correspondent of any of

them or arising out of any action for injunctive or other judicial or administrative relief and

affecting, directly or indirectly, the Bank or such affiliate or subsidiary.; and any of them. The

occurrence of any event set forth above shall not affect or impair the rights or powers of the

Bank or Applicant's obligation to reimburse the Bank;

g) Notice from the Bank's correspondent of payment, acceptance or other action under the

Credit shall be conclusive evidence of the Applicant's liability to reimburse the Bank as

provided herein;

h) T

he Applicant has not relied on the Bank in any manner in connection with the wording of

the Credit, including, but not limited to the drawing conditions or the structuring of the

underlying transaction, the same being Applicant's responsibility undertaken with

opportunity to consult counsel.

6. a)

The Applicant agrees not to initiate or acquiesce in any judicial, administrative, or other

proceeding for any injunctive or declaratory relief to block the Bank from paying the Credit. This

provision shall apply notwithstanding any fraud covered by Section 5- 114 of the Uniform

Commercial Code (or successor section). The Applicant acknowledges that remedies for all

such fraud related risks have been adequately considered in the agreements between the

beneficiaries of the Credit and the Applicant.

b) Any claim against the Bank shall be limited to actual damages with no liability for

consequential, incidental, special or punitive damages. Any action for damages by the

Applicant against the Bank must be commenced within one year after the claim arises.

c) T

he Applicant requests the Bank to accept and act upon instructions, to issue Credit and to

amend existing Credit upon the Bank's receipt of written instructions by telex, cable,

facsimile, and/or tele copier transmission. In the event the Bank honors such instructions

(and the Bank need not so honor) the Applicant indemnifies and holds harmless the Bank

from and against any claims, actions, suits, liability, costs, expenses, and damages

including, but not limited to, attorney fees, arising out of the Bank's honoring such request,

so long as the instructions are given by anyone purporting to be authorized to give such

instructions for the Applicant.; and any of them. All such instructions must contain such

information as determined by the Bank in its sole discretion and shall be governed by this

Agreement, including, but not limited to, Section 9 hereof.

Capital One Confidential Page 5 of 10

7. a)

Any and all obligations and liabilities of the Applicant to the Bank, whether now existing or

hereafter incurred (including the future obligation to pay hereunder), shall become and be due

and payable forthwith without notice or demand, which Applicant hereby waives, as follows (an

"Event of Default"):

i. if the Bank shall in good faith deem itself insecure at any time;

ii. upo

n the death or dissolution of the Applicant;

i. if any obligation and/or liability of the Applicant to the Bank or any of its affiliates or

subsidiaries shall not be paid or performed when due, or any event of default as such is

defined under any material Agreement to which the Applicant is a party remains uncured

after any appropriate cure period thereunder.

. if Applicant shall become insolvent (however such insolvency may be evidenced or

defined), file or have filed against it any petition in bankruptcy or insolvency, make a

general assignment for the benefit of creditors, suspend the transaction of its usual

business, or be expelled or suspended from any exchange, or if an application is made

by any judgment creditor of Applicant for an order directing Bank to pay over money or

to deliver other property, if a petition is filed by or against Applicant, or any proceeding is

instituted by or against Applicant for any relief under any bankruptcy or insolvency laws

or any law relating to the relief of debtors, readjustment of indebtedness, reorganization,

composition or extensions, or if any governmental authority, or any court at the instance

of any governmental authority, shall take possession of any substantial part of the

property of Applicant or shall assume control over the affairs or operations of Applicant,

or if a receiver or custodian shall be appointed of, or a writ or order of attachment or

garnishment shall be issued or made against any of the property or assets of Applicant;

v. i

f the Applicant fails to comply with any provision of this Agreement;

. or if any representation or warranty made to obtain credit or extension thereof is or

appears to Bank to be false.

b) I

t is further agreed that;

i. in the event of any of the foregoing, the Applicant shall, on demand of the Bank, deliver,

convey, transfer or assign to the Bank collateral of a value and character satisfactory to

the Bank, or make such payment as the Bank may require, and

ii. i

f a temporary order, an injunction (preliminary or permanent) or any similar order is

issued in connection with the Credit or any instrument or documents relating thereto,

which order, injunction or similar order may apply, directly or indirectly, to the Bank, the

Applicant shall, on demand of the Bank, deliver, convey, transfer or assign to the Bank

collateral of a value and character satisfactory to the Bank, or make such payment as

the Bank may require.

c) U

pon the occurrence of an Event of Default, in addition to the foregoing, the Bank shall have

all of the rights and remedies provided for herein and at law and including, but not limited to,

those under the Uniform Commercial Code.

8. The Applicant agrees that all of the Bank's rights and liens hereunder shall continue unimpaired,

and the Applicant shall be and remain obligated in accordance with the terms and provisions

hereof, notwithstanding any release or substitution of any property pledged as security, or any

interest therein, and notwithstanding any delay, extension of time, renewal, compromise, or

Capital One Confidential Page 6 of 10

other indulgence which may occur or be granted by the Bank, including without limitation the

release or modification of the obligations of any person or entity obligated to the Bank

hereunder. No delay, extension of time, renewal, compromise or other indulgence which may

occur or be granted by the Bank, shall impair the Bank's rights or powers hereunder. The

Applicant further agrees that the Bank shall not be deemed to have waived any of its rights

hereunder unless the Bank, by its authorized agent, shall have expressly waived such rights in

writing; and its obligations hereunder shall continue in force and shall be binding upon the

Applicant and the Applicant's heirs, executors, administrators, successors and assigns

notwithstanding any change in the composition of any entities which are parties hereto or users

of the Credit, whether such change occurs by the accession, secession, or death of one or more

partners or otherwise. If the Applicant is a partnership, its obligations hereunder shall continue

in force and apply, notwithstanding any change in the membership of such partnership, whether

arising from the death or retirement of one or more partners or the accession of one or more

new partners. If the Applicant is a banking institution, the Applicant hereby appoints the Bank its

agent to issue the Credit in accordance with, and subject to this Agreement and the Application.

If more than one entity and/or persons sign this Agreement, each of them shall be jointly and

severally liable hereunder and all the terms and provisions regarding liabilities, obligations and

Property of such entities and/or persons shall apply to any liabilities, obligations and Property of

all of them. The rights of the Bank under this Agreement, the Credit, the Application and any

related documents shall be cumulative, and the exercise of partial exercise of any such right or

remedy shall not preclude the exercise of any other right or remedy.

9. I

nstructions hereunder (whether by oral, telephone, facsimile, teleprocess or other means) may

be honored by the Bank when received from anyone purporting to be authorized to give such

instructions for the Applicant. The Applicant agrees to furnish the Bank with written confirmation

of each such instruction signed by the person giving such instruction, or other authorized officer,

but the Bank's responsibility with respect to any instruction shall not be affected by its failure to

receive or the content of such confirmation, and in the event of any such discrepancy the

original instructions shall govern. The Bank shall have no responsibility to notify the Applicant of

any discrepancies between the Applicant's instructions and its written confirmation. The Bank

shall be fully protected in, and shall incur no liability to the Applicant for, acting upon any oral,

telephone, teleprocess or other instructions which the Bank in good faith believes to have been

given by any authorized person, and in no event shall the Bank be liable for special,

consequential or punitive damages. The Bank may, but need not at its option, use any means of

verifying any instructions received by it. The Bank also may, at its option, but need not, refuse to

act on any oral, telephone, teleprocess or other instruction or any part thereof, without incurring

any responsibility for any loss, liability or expense arising out of such refusal.

10. a)

In the event that the Bank shall amend its standard reimbursement Agreement executed by

each applicant for Credit, the Applicant shall execute and deliver to the Bank an amendment to

this Agreement incorporating such changes, promptly upon receipt thereof from the Bank.

b) The Applicant hereby consents to the dissemination to subsidiaries and affiliates of the Bank

of credit information relating to the Applicant in connection with any proposed participations

by the Bank of any rights and obligations hereunder.

11. a) As security for the performance of all Applicant's obligations of every kind to Bank, present or

future, due or to become due, absolute or contingent, arising hereunder or otherwise

(hereinafter called "Applicant's obligations"), the Applicant hereby assigns, pledges and gives

the Bank a security interest in and a lien upon, and the right of set-off, possession, and disposal

of:

i. al

l documents or Instruments accompanying or relative to drafts under the Credit and all

Property shipped, stored or otherwise disposed of in connection with the Credit or in any

Capital One Confidential Page 7 of 10

way relating thereto and all chattel paper, accounts or general intangibles arising

therefrom or relating thereto, and all proceeds of the foregoing;

ii. al

l the Applicant's rights and causes of action against all parties arising from or in

connection with the contract of sale or purchase of the property covered by the Credit, or

any guarantees, agreements or other undertakings (including those in effect between

the Applicant and any account party named in the Credit), credits, policies of insurance

or other assurances in connection therewith; and

i. all property, rights, choses in action, claims and demands of every kind (including, but

not limited to, all deposit balances) now or hereafter existing and belonging to the

Applicant and which may now or hereafter be in the possession, custody or control of, or

in transit to or set apart for, the Bank, the Bank's agents or correspondents for any

purpose, whether or not for the express purpose of being used by the Bank as collateral

security or for any other or different purpose. Applicant agrees at any time or from time

to time, upon Bank's demand, to furnish the Bank with additional security to the Bank's

satisfaction.

b) The Bank may at any time or times transfer into the Bank's or the Bank's nominee's name all

or part of such security, before or after maturity of any of the Applicant's obligations and

without any notice to the Applicant or any other person. Whenever the Bank deems it

necessary for the Bank's or the Applicant's protection, or after the occurrence of an Event of

Default specified in paragraph 7, or other default, the Bank may, without regard to such

maturity, realize upon (by sale, assignment, set-off, application or otherwise) all or any part

of such security in each case without advertisement, notice to, tender, demand or call of any

kind upon the Applicant or any other person. Any such sale or assignment may be public,

private or upon any broker's board or exchange, for cash, on credit or for future delivery,

and at such price and upon such terms and conditions as the Bank deems appropriate. The

Bank may acquire all or any part of such security and any purchaser shall hold same free

from any equity of redemption or other claim or right on the Applicant's part, which are

hereby specifically waived and released. The Bank may discount, settle, compromise or

extend any obligations constituting such security, and sue thereon in the Bank's or the

Applicant 's name. Any demands, tenders, call or notices to the Applicant shall be deemed

duly made or given as of the time left at the Applicant's last known address, or mailed

telegraphed, telephoned, or otherwise sent to such address. No advertising, notice, tender,

demand or call at any time given or made shall be a waiver of the Bank's right to proceed in

the same or other instances without any further action.

c) pr

oceeds of any such security shall be applied, without any marshaling of assets, in such

manner or order as the Bank may deem proper, to any one or more of the Applicant's

obligations, whether or not due, and the Bank may retain any amounts necessary, in the

Bank's sole judgment, to meet any contingent obligations. The Applicant shall remain liable

for any deficiency.

d) no r

eceipt, of realization upon, release or substitution, of or other dealing with, any such

security shall affect the Bank's rights or liens hereunder and the Bank need not realize upon

any security prior to seeking payment from the Applicant.

e) the Bank shall not be liable for failure to collect or demand payment of, or for failure to

protest or give notice of protest or nonpayment of any obligation or relating to any part of the

collateral or for any delay. The Bank shall not be under any obligation to take any action

with respect to the collateral.

f) I

n addition to and not in limitation of the foregoing, the Bank shall have all the rights and

remedies of a secured party under the Uniform Commercial Code.

Capital One Confidential Page 8 of 10

12. The Applicant represents and warrants that: (a) the execution and delivery of this Agreement

and the Application, and the performance of the obligations they impose, do not violate any law,

conflict with any Agreement by which it is bound, or require the consent or approval of any

governmental authority or any third party; (b) this Agreement and the Application are valid,

binding and enforceable according to their terms; and (c) all balance sheets, profit and loss

statements, and other financial statements furnished to the Bank are accurate and fairly reflect

the financial condition of the organizations and persons to which they apply on their effective

dates, including contingent liabilities of every type, which financial condition has not changed

materially and adversely since those dates. The Applicant, if not a natural person, further

represents that: (a) it is duly organized, existing and in good standing under the laws where it is

organized; and (b) the execution and delivery of this Agreement and the Application, and the

performance of the obligations they impose, (i) are within its powers (ii) have been duly

authorized by all necessary action of its governing body; and (iii) do not contravene the terms of

its articles of incorporation or organization, or by-laws, or any agreement governing its affairs.

13. The right is expressly granted to the Bank at the Bank's discretion, to file one or more financing

statements under the Uniform Commercial Code naming the Applicant as debtor and the Bank

as secured party and covering any property to be purchased or shipped under or by virtue of the

Credit, the documents relating thereto and/or any property which is or becomes collateral

security under the terms of this Agreement. Except as disclosed in writing to the Bank, the

Applicant has not signed or filed or authorized or permitted to be filed in any jurisdiction any

financing statement in which Bank is not named as the sole secured party. Without the Bank's

prior written consent, the Applicant will not create, grant or permit to exist any security interest

in any property to be purchased or shipped under or by virtue of the Credit or in the documents

relating thereto or in any other property which is or becomes collateral security under the terms

of this Agreement, and including security interest in the proceeds, products and accessions of

and to any thereof.

14. The Applicant hereby consents to the personal jurisdiction of any court located where the Credit

was issued and agrees that any such court shall be a proper forum for any action or suit brought

by or against the Bank relating to this Agreement or the Credit. Service of process in any action

or suit arising out of or in connection with this Agreement or the Credit may be made upon the

Applicant by mailing a copy of the summons to the Applicant either at the address set forth in

the application or at the Applicant's last address appearing in the Bank's records. In any such

action or any other action between the Bank and the Applicant or any claim by the Bank against

the Applicant, Applicant agrees to pay the Bank's reasonable attorneys' fees whether at the trial

or appellate court or bankruptcy court.

Applicant also waives:

a) the right to trial by jury in the event of any litigation to which the Bank and the Applicant

are parties in respect of any manner arising under the Credit (including, but not limited

to, this Agreement and the Application), whether or not such litigation has been

commenced in respect of the Credit (including, but not limited to, Agreement and the

Application) and whether or not other persons are also parties thereto;

b) any immunity it or its property may now or hereafter have from suit, jurisdiction,

attachment (whether prior to judgment t or in aid of execution), execution or other legal

process;

c) any claim against the Bank for consequential, incidental, special or punitive damages.

Notice of acceptance of this Agreement by the Applicant is waived; and

Capital One Confidential Page 9 of 10

d) the right to assert that any court in the state where the Credit was issued is an

inconvenient forum.

15. It is expressly recognized and acknowledged by the Applicant that notwithstanding anything to

the contrary contained herein, the Bank does not waive its common law or statutory rights of

set-off or any other rights generally available to creditors.

16. Notice from the Bank to the Applicant, or vice-versa, relating to this Agreement shall be deemed

effective if made in writing (including telecommunications) and delivered to the recipient's

address, telex number or facsimile number set forth by the Applicant on the Application or in the

Credit, and for the Bank in the Credit, by any of the following means; (i) hand delivery,(ii)

registered or certified mail, postage prepaid, with return receipt requested, (iii) first class or

express mail, postage prepaid, (iv) Federal Express, Purolator Courier or like overnight courier

service, or (v) facsimile, telex, or other wire transmission with request for assurance or receipt in

a manner typical with respect to communications of that type. Notice to the Bank must be sent

to the Bank's address set forth in the Credit; notice to the Applicant must be sent to the address

set forth in the Credit, the Application, or at any Applicant's last address appearing in the Bank's

records. Notice made in accordance with this section shall be deemed delivered on receipt if

delivered by hand or wire transmission, on the third business day after mailing or deposit with

an overnight courier service if delivered by express mail or overnight courier; provided, however,

that notice to the Bank shall be deemed delivered upon receipt.

17. This Agreement represents the entire understanding of the parties and there are no other

agreements, representations, or understandings.

This Agreement may not be assigned by the Applicant without the prior written consent of the Bank.

The Bank may assign or sell participations in all or any part of the credit or this Agreement to

another entity. This Agreement and all rights, obligations and liabilities arising hereunder shall be

binding upon and inure to the benefit of the Bank and the Applicant and their respective successors

and permitted assigns and shall be governed by and construed in accordance with the internal laws

of the state where the Credit was issued without reference to principles of conflict of laws. Any

provision hereof which may prove unenforceable shall not affect the validity of any other provision.

Headings are for convenience only and shall not influence construction or interpretation of this

Agreement.

Capital One Confidential Page 10 of 10

WITNESS

Bank: Capital One, N.A.

_____________

______________________

[Print Name of W

itness]

___________________________________

[Print Title of Witness]

___________________________________

[Signatur

e of Witness]

___________________________________

[Dated]

Address for Bank Notices:

Treasury Management Services

Capital One, N.A.

301 West 11th Street

Wilmington, DE 19801

Phone: 877-225-7309

Email: trade.services@capitalone.com

APPLICANT

___________________________________

(Organiza

tion’s/Client’s Legal Name)

____________

______________________

[Pri

nt Name of Authorized Representative]

___________________________________

[Pri

nt Title of Authorized Representative]

___________________________________

[Si

gnature of Authorized Representative]

___________________________________

[Da

ted]

Address for Customer Notices:

___________________________________

Phone: ( ) _____________________

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Continuing Agreement for Irrevocable Standby Letters of Credit (Capital One)

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Fill Online, Printable, Fillable, Blank Continuing Agreement for Irrevocable Standby Letters of Credit (Capital One) Form

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Fillable Continuing Agreement for Irrevocable Standby Letters of Credit (Capital One)

Fill Online, Printable, Fillable, Blank Continuing Agreement for Irrevocable Standby Letters of Credit (Capital One) Form

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