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<br /> the failure of any documents to accompany arty draft at negotiation, or the failure of any person to note the amount of any draft or to surrender or
<br /> take up the Credit, (xix) the failure of any document to conform to, or to be presented under, a Credit in any instance where the Customer or the
<br /> 1 Customer's agent, upon request has received documents and/or the property represented by or in the document, (xx) any payment of drafts on
<br /> shipments in installments regardless of whether prior shipments have been timely, (xxi) any breach of contract between the shipper or vendor and
<br /> the consignee or buyer,and(xxii)any other good faith action or inaction by Bank or its correspondents.
<br /> (d) If the Credit specifies that a document accompanying a draft shall state that a contract or other agreement Is in default or that there has been
<br /> nonperformance thereunder, no description of or reference to the nature of such default or nonperformance shall be necessary unless the Credit
<br /> expressly requires otherwise and in no event shall Bank be required to verify the correctness of such statement or of any other statement made
<br /> relating to the Credit.
<br /> (e) Any action taken or omitted by Bank or its correspondents in connection with any Credit or Instructions of the Customer shall, if In good faith,be
<br /> conclusively deemed authorized by the Customer,whether expressly so or not. ..
<br /> (1) If any Credit shall have,been requested by the Customer for the accommodation of a third party,any Instruction,consent,approval and other action
<br /> or inaction of such third pf rfy with:respect to the Credit or transactions thereunder shall be deemed to be the act or omission of the Customer,and
<br /> 1 Bank shall be entitled to rely thereon.
<br /> (g) The Customer shall be deemed to have waived any objection to and to have ratified and approved any variation between the documents called for
<br /> by the Credit or the Customer's instructions and the documents accepted by Bank or Its correspondents unless the Customer files a written objection
<br /> with Bank immediately,upon receipt of the document or knowledge of such variation.Any variance consented to or approved by the Customer,
<br /> including but not.limited to payment or acceptance of overdrafts or irregular drafts,does not affect the rights of Bank under this Agreement or with
<br /> respect to any Credit.
<br /> (h) The Customer indemnifies and holds harmless Bank and its correspondents from and against any and all claims,damages,losses, liabilities,costs
<br /> and expenses (including any reasonable charges for legal services and expenses) whatsoever which Bank or its correspondents may incur in
<br /> connection with the,issuance,Jarld'-administration of each Credit(whether drawn on or not)and the enforcement of this Agreement; except that the
<br /> Customer shall have cJalrn..ggafnst-Bank,and Bank shall be liable to the Customer,to the extent,but only to the extent,of any direct,as opposed to
<br /> consequential,damages sUfffered by the Customer which the Customer proves were caused by(i hank's willful misconduct or gross negligence in
<br /> 1 determining whether documents presented under a Credit comply with the terms of the Credit or II Bank's willful failure to pay under a Credit after
<br /> the presentation to It by the beneficiary of the Credit of a draft strictly complying with the terms and conditions of the Credit.
<br /> 7.Security and Obligations.The Customer grants to Bank a security Interest and lien In any deposit balance or other money now or hereafter owed the
<br /> Customer by Bank(except accounts,the interest on which is exempt from federal Income tax)to secure all debts,obligations and liabilities of the Customer
<br /> to Bank under this Agreement whether now existing or hereafter incurred ("Obligations') The Obligations are also secured by all existing and future
<br /> 1 security agreements and mortgages between Bank and the Customer, between Bank and any guarantor of this Agreement,and between Bank and any
<br /> other person providing collateral security for the Obligations to the extent not prohibited by the Wisconsin Consumer Act, if applicable. Bank may at any
<br /> time after the occurrence of an Event of Default,without notice or demand,set-off any credit balance or other money now or hereafter owed any Customer
<br /> by Bank against any amount owing on the Obligations.The Customer agrees on demand by Bank to deliver,convey,transfer or assign to Bank as security
<br /> for the Obligations,additional security of a value and character satisfactory to Bank.
<br /> 8.Events of Default.Upon the occurrence of one or more of the following Events of Default
<br /> (a) Nonperformance. The Customer fails to pay when due any of the Obligations or to perform, or rectify breach of, any undertaking by the
<br /> Customer in this Agreement or in any evidence of or document relating to the Obligations or in any agreement securing the Obligations;
<br /> (b) Inability to Perform.The Customer or surety for any of the Obligations dies, ceases to exist, becomes insolvent or the subject of bankruptcy or
<br /> other insolvency proceedings;
<br /> r d) Misrepresentation. Any representation made to Induce Bank to issue a Credit is false in any material respect when made;or
<br /> Insecurity. Any other event which causes Bank,in good faith,to deem itself insecure;
<br /> all of the Obligations shall, at the option of Bank and without notice or demand, become immediately payable with interest as provided in section 2(b);
<br /> and Bank shall have all of the rights and remedies for default provided by law,and any evidence of or document relating to or securing the Obligations.
<br /> The Customer shall reimburse Bank for all expenses incurred by Bank in protecting or enforcing its rights under this Agreement, including without
<br /> limitation,reasonable charges for legal services and expenses,
<br /> 9.Power of Attorney.The Customer irrevocably appoints any officer of Bank as the Customer's attorney,with power to execute,but not obligated to do
<br /> so,in the name of the Customer,assignments,endorsements or other instruments or documents of any kind or description coming into the possession of
<br /> Bank under a Credit or instructions of the Customer,and to execute,file, register or record any document or Instrument and to do such other acts as the
<br /> Customer may be required to do under this Agreement .
<br /> 10.Miscellaneous.
<br /> (a) Waiver. Bank and its correspondents have no duty to exercise any right granted to them under this Agreement and failure to exercise any right
<br /> shall not be deemed a waiver of such right.Bank shall not be deemed to have waived any of its rights under this Agreement unless Bank shall have
<br /> signed such waiver.
<br /> (b) Notice.Any notice required under this Agreement shall be deemed to have been properly ggiven If deposited in the United States mall or delivered to
<br /> a telegraph,wireless or radio company,addressed,if to the Customer,to the Customer atThe last address of the Customer appearing on the books
<br /> of Bank and,if to Bank,to it at its address shown above.If this Agreement is signed by more than one Customer,notice to one of the Customers is
<br /> 1 sufficient
<br /> (c) Transfer. Without the prior written consent of Bank, this Agreement may not be assigned and, unless expressly provided otherwise in the
<br /> application,no Credit issued under it may be transferred.
<br /> (d) Interpretation.This Agreement and any Credits Issued under It shall be governed by,and construed in accordance with,the laws of the State of
<br /> Wisconsin. Except as otherwise expressly provided in this Agreement or in any Credit,Bank may rely for interpretation of any Credit or instructions
<br /> or documents related thereto or issued under or In purported compliance with any of the above, on the Uniform Customs and Practice for
<br /> Documentary Credits published by the International Chamber of Commerce (revision In effect at the time of issuance of the Credit) or the
<br /> International Standby Practices published by the International Chamber of Commerce(revision In effect at the time of Issuance of the Credit),as
<br /> applicable according to the terms of the Credit.
<br /> (e) Severability.if any term or condition of this Agreement Is held to be Invalid,or unenforceable,all other terms and conditions of this Agreement shall
<br /> remain in full force and effect.
<br /> (f) Effect of Agreement.This Agreement shall remain in full force and effect and shall apply with respect to every Credit Issued by Bank at the request
<br /> of the Customer on or after the date hereof and prior to receipt by Bank of written notice to the contrary from the Customer.
<br /> (g) Persons Bound.The Obligations under this Agreement of all Customers are joint and several.This Agreement is binding upon the heirs,personal
<br /> representatives, successors and assigns of the Customer and inures to the benefit of Bank, its successors and assigns. The Customer
<br /> acknowledges receipt of a copy of this Agreement.
<br /> Dated July 15,2011 By: 1.1�� (SEAL)
<br /> H Lien,Vice,Pr ,anntt
<br /> 1 HEPTA S,Inc. (SEAL) BY r t� _ (SEAL}
<br /> Sh I K Hen ,President
<br /> A Wisconsin Corporation • (SEAL)
<br /> (Type of Organization) i
<br /> (SEAL)
<br /> Attach Exhibit A with additional warranties, if any.
<br /> Attack Exhibit B with additional covenants, if any.
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<br /> Letter of Credit Agreement
<br /> Page 2 of 2
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