1ISP98 Form 4 Model Standby Providing for Transfer and Incorporating Annexed Form of Transfer emand!

"name and address of beneficiary# "date of iss$ance#

Issuance. At the request and for the account of "name and address of applicant# (Applicant), we "name and address of iss$er at place of iss$ance# (Issuer) issue this irrevocable standby letter of credit number "reference n$mber# (Standby) in favour of "name and address of beneficiary# ( eneficiary) in the ma!imum a""re"ate amount of "c$rrency%amo$nt#. #nderta$in". Issuer underta$es to eneficiary to pay eneficiary%s demand for payment in the currency and for an amount available under this Standby and in the form of the Anne!ed &ayment 'emand completed as indicated and presented to Issuer at the followin" place for presentation( "address of place for presentation#, on or before the e!piration date. )!piration. *he e!piration date of this Standby is "date#. +Payment. Payment against a complying presentation shall be made within 3 business days after presentation at the place for presentation or by wire transfer to a duly requested account of Beneficiary. An advice of such payment shall be sent to Beneficiarys above-stated address., +Reduction. Any payment made under this tandby shall reduce the amount available under it., +Partial and multiple drawings are permitted., *ransfer.- *his Standby is transferable.. eneficiary%s drawin" ri"hts under this Standby shall be transferred in their entirety by presentation of a demand/ in the form of the Anne!ed *ransfer 'emand completed as indicated !together with this tandby" 0 to Issuer at the above1 stated place for presentation. #pon presentation2 of a complyin" demand for transfer, the person identified as the transferee shall become the eneficiary, whose name and address +and duly provided ban# account information for any requested payment by wire transfer of funds, shall be substituted for that of the transferor on any demands, requests, or consents then or thereafter required or permitted to be made by eneficiary. 3 Sub4ect to compliance with applicable law5+ and receipt of its customary or agreed transfer fees6,, Issuer must ac$nowled"e and shall effect the demanded transfer7 and shall issue its advice of transfer to the +transferor and ,transferee.-8 IS&76. *his Standby is issued sub4ect to the International Standby &ractices -776 (IS&76) (International 9hamber of 9ommerce &ublication :o. 278).

+$ommunications. $ommunications other than demands may be made to %ssuer by telephone& telefa'& or (%)* message& to the following+ [numbers/addresses]. Beneficiary requests for amendment of this tandby& including amendment to reflect a change in Beneficiarys address& should be made to Applicant& who may then request %ssuer to issue the desired amendment., "Iss$er&s name# ;;"signat$re#;;;;;;;;;;;;;;;;;; Authori<ed Si"nature Anne!ed &ayment 'emand +I:S)=* 'A*), "name and address of Iss$er or ot'er addressee at place of presentation as stated in standby# =e( Standby >etter of 9redit :o. "reference n$mber#, dated "date#, issued by "Iss$er&s name# (Standby) *he undersi"ned eneficiary demands payment of +I:S)=* 9#==):9?@AAB#:*, under the Standby. eneficiary states that Applicant is obli"ated to pay to eneficiary the amount demanded+, which amount is due and unpaid, under+ or in connection with, the a"reement between eneficiary and Applicant titled "agreement title# and dated "date#. +Beneficiary further states that the proceeds from this demand will be used to satisfy the aboveidentified obligations and that Beneficiary will account to Applicant for any proceeds that are not so used., eneficiary requests that payment be made by wire transfer to an account of eneficiary as follows( +I:S)=* :AA), A''=)SS, A:' =B#*I:C :#A )= BD ):)DI9IA=?%S A:E, A:' :AA) A:' :#A )= BD ):)DI9IA=?%S A99B#:*,. "(eneficiary&s name and address# y its authori<ed officer( +I:S)=* B=ICI:A> SIC:A*#=), +I:S)=* *?&)'@&=I:*)' :AA) A:'
*I*>),

Anne!ed *ransfer 'emand +I:S)=* 'A*), "name and address of Iss$er or ot'er addressee at place of presentation as stated in standby# =e( Standby >etter of 9redit :o. "reference n$mber#, dated "date#, issued by "Iss$er&s name# (Standby) *he undersi"ned eneficiary demands-- transfer of drawin" ri"hts in their entirety, includin" ri"hts to demand further payment+, reduction& cancellation&, and transfer-. under the Standby and ri"hts to "ive or withhold consent to any pendin" or future amendment or cancellation, to the followin" person at the followin" address( +I:S)=* :AA) A:' A''=)SS BD *FA* &)=SB:

, +and with the following ban# account for payment by wire transfer of funds to that person +I:S)=* :AA), A''=)SS, A:' =B#*I:C :#A )= BD *FA* &)=SB:%S A:E A:' :AA) A:' :#A )= BD *FA* &)=SB:%S A99B#:*,,. eneficiary states that the above1identified person is the transferee, from and after the effective date stated below, of all of eneficiary%s ri"hts that are supported by the Standby +and Beneficiarys related obligations ,under+ or in connection with, the a"reement between eneficiary and Applicant titled "agreement title# and dated "date#.-/ eneficiary further states that there are no outstandin" demands by eneficiary for any other transfer or for any payment+& or for any reduction or cancellation, under the Standby. eneficiary a"rees to ma$e no such demands or requests while this demand is outstandin". +Accompanying this demand is the tandby.,-0 &lease effect the demanded transfer +as of the following effective date+ +I:S)=* 'A*), ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,.-. Please do so ,by mar$in" and deliverin" the Standby or by deliverin" a replacement to the above1identified person as the transferee beneficiary and then notify the undersi"ned thereof. +Also accompanying this demand is %ssuers transfer fee of an amount equal to [percentage amount]/ of the amount of the standby to be transferred but not to e'ceed [currency/amount],.

"(eneficiary&s name and address# y its authori<ed officer( +I:S)=* B=ICI:A> SIC:A*#=), +I:S)=* *?&)'@&=I:*)' :AA) A:' *I*>),-3 + efore the standby is issued, all te!t in "bold# should be completed, and optional te!t in +italics, should be included or deleted (or redrafted). *e!t in the anne!ed demand forms preceded by I:S)=* (or other A>> 9A&I*A>S "uidance) and in +A>> 9A&I*A>S #:')=>I:)', is to be completed as indicated when the beneficiary prepares and presents a demand., GGGGGGGGGGGGGGGGGGGGGGGGGGGG G 9opyri"ht H .8-. by the Institute of International an$in" >aw I &ractice, Inc., www.iiblp.or" (II >&). #nlimited permission is hereby "ranted to copy and use this IS&76 form, includin" endnotes, for all purposes e!cept publication for a char"e to a purchaser or subscriber. *his IS&76 Dorm 0 model standby repeats the te!t of IS&76 Dorm -. It adds standby te!t and incorporates a model transfer demand form that obli"ates the issuer to ac$nowled"e a transfer of drawin" ri"hts upon receipt of the transfer demand completed and presented by the beneficiary. >i$e IS&76 Dorm -, this Dorm 0 is intended to be self1contained and, absent special circumstances, useable without e!tended reference to the te!t of IS&76. *he endnotes to this standby include alternative and other optional terms of particular relevance to standbys providin" for transfer on demand or automatic reduction (includin" reduction to <ero), as well as references to relevant IS&76 rules. See the IS&76 Dorm - endnotes for e!planation of wordin" that is common to IS&76 Dorms - and / and for alternative and optional wordin" for "eneral terms common to both forms. *hese endnotes do not include model wordin" for a form that an issuer mi"ht use when requested to "ive effect to a transfer that the issuer is not obli"ated to ac$nowled"e. *his form is published for educational purposes and not as le"al or professional advice. &otential users should consult with their own advisers in the draftin" or use of a standby letter of credit. IS&76 and letter of credit educational and trainin" materials, includin" *he 0fficial $ommentary on the %nternational tandby Practices containin" official interpretations of IS&76, are available from II >& at www.iiblp.or".

*ransferJ successionJ and assi"nment of proceeds. IS&76 =ule 3 (*ransfer, Assi"nment, I *ransfer by Bperation of >aw) provides separate rules for contractual transfer of drawin" ri"hts, for transfer of drawin" ri"hts to a le"al successor, and for assi"nment of the proceeds of a beneficiary%s drawin". If a standby does not state that it is transferable, then under IS&76 =ule 3.8.(a) (Khen 'rawin" =i"hts are *ransferable), a request for transfer of the beneficiary%s drawin" ri"hts, other than from a claimed le"al successor, can be processed only as a request for amendment or for cancellation and new issuance. #nder IS&76 =ules 3.--13.-0 (*ransfer by Bperation of >aw and@or applicable law, a le"al successor may claim the ri"hts of a transferee beneficiary under an otherwise non1transferable standby. eneficiaries requirin" additional certainty or clarity re"ardin" the status of a le"al successor to the beneficiary may wish to include in the standby, e."., Issuer underta$es to treat eneficiary%s successor by operation of law as the authorised transferee of eneficiary a"ainst presentation of the additional documents(s) from a public official referred to in IS&76 =ule 3.-., such as a document issued by "identification of p$blic official# authorisin" or appointin" the claimed successor as eneficiary%s liquidator, rehabilitator, receiver, or conservator. Separately from the terms of the standby and IS&76, a le"al successor may be entitled by applicable law to si"n demands and otherwise act as the named beneficiary. *he IS&76 rules for le"al successors address those successors that would si"n as a named successor and not as the named beneficiary. *he word assi"nable does not mean transferable for purposes of IS&76. See IS&76 =ule -.-8(c)(ii) (=edundant or Btherwise #ndesirable *erms) and IS&76 =ules 3.8313.-8 (Ac$nowled"ement of Assi"nment of &roceeds). In "eneral, IS&76 =ule 3 protects applicants as well as issuers a"ainst presentations made by a third party but protects only issuers a"ainst requests to pay to a third party part or all of the proceeds resultin" from a complyin" presentation made by the beneficiary. Brdinarily, requests for assi"nments of proceeds are made after standby issuance. Issuer ac$nowled"ement of an assi"nment could be included in a standby, e.".( &ayment a"ainst a complyin" presentation shall be made at the place for presentation or by wire transfer to a duly requested account of eneficiary, e!cept for the followin" amount( "c$rrency%amo$nt#) which eneficiary has irrevocably assi"ned to the followin" ac$nowled"ed assi"nee of standby proceeds with the followin" ban$ account "name and address of assignee* name) address) and ro$ting n$mber of assignee&s ban+* and name and n$mber of assignee&s acco$nt#. An advice of each such payment shall be sent to eneficiary%s above1stated address.
..

&ermitted transfers. #nder IS&76 =ules 3.8.(b) (Khen 'rawin" =i"hts are *ransferable), if a standby states that it is transferable, without more, then drawin" ri"hts under it may be transferred by the beneficiary in their entirety (not partially). Successive transfers of entire ri"hts under a transferable standby are allowed in IS&76 =ule 3.8.(b)(-) (Khen 'rawin" =i"hts are *ransferable). All such transfers, however, require that the issuer a"rees and effects the transfer requested by the beneficiary under the lar"ely discretionary provisions of IS&76 =ules 3.8-13.82 (*ransfer of 'rawin" =i"hts). Issuers re"ularly do so a"ainst the beneficiary%s payment of a fee and completion of the issuer%s own forms, which may differ si"nificantly from the anne!ed model form of transfer demand in this IS&76 Dorm 0.
/

*ransfer by beneficiary demand. If a beneficiary requires certainty that its request for transfer will be effected, then the standby should state that the issuer must effect transfer a"ainst presentation of a specified document. IS&76 Dorm 0 so provides and incorporates an anne!ed model form of transfer

demand that ma$es it unnecessary for the beneficiary to rely on transfer at the discretion of the issuer under IS&76 =ule 3.8/ (9onditions to *ransfer).
0

&resentation of standby. *his form, li$e most standbys, does not require presentation of the standby with a payment demand. If, however, a standby requires presentation of the standby with any payment demand, then its presentation should be required with any transfer demand. Its presentation with any transfer demand should also be required if transfer is to be evidenced by the issuer%s mar$in" the standby and deliverin" it to the transferee beneficiary. Its presentation mi"ht also be required to indicate that the transfer demand is authentic. See IS&76 Dorm -, endnote 7 for an e!tended discussion of requirements for the presentation of the ori"inal standby.
2

)ffective date of transfer. It is "enerally desirable to clarify and coordinate the effective date of a transfer of drawin" ri"hts in their entirety with the effective date of transfer of the underlyin" obli"ations supported by the standby. *his coordination may be accomplished by chan"in" the model standby te!t from #pon presentation of a complyin" demand for transferL to #pon presentation of, or any later effective transfer date stated in, a complyin" transfer demandL. *he standby should not impose any non1documentary condition that would require the issuer to determine whether or when the underlyin" obli"ations were transferred.
3

*ransferee as substituted beneficiary. A transfer of drawin" ri"hts in their entirety includes a beneficiary%s ri"hts to demand any permitted further transfer or consent to any pendin" or future amendment or cancellation of the standby. Accordin"ly, any demand, statement, or other required document to be presented under a transferable standby must bear the name of the transferee rather than of the transferor. See IS& =ule 3.80 ()ffect of *ransfer on =equired 'ocuments). If a transfer of less than the entire ri"hts of the beneficiary is contemplated or if ri"hts e!ercised before transfer by the transferor are to be transferred, or if both the transferee and transferor intend to have veto ri"hts over past or future amendments to the standby, then the transfer term and the anne!ed form of transfer demand in this IS&76 Dorm 0 should be revised to e!pressly re1allocate any beneficiary ri"hts that are to be reco"ni<ed by the issuer.
5

9ompliance with law. &rocessin" a transfer request or demand includes chec$in" the transferee%s name and other information a"ainst applicable sanctions% lists. See IS&76 Dorm -, endnote -7, on soverei"n compulsion and sanctions% clauses.
6

Issuer%s transfer fee. Issuers e!pect to receive a fee for processin" a transfer request or demand. *his optional te!t in this IS&76 Dorm 0 addresses that e!pectation, and the anne!ed form of transfer demand includes optional te!t that more precisely states the amount of the transfer fee. *hey would be unnecessary if the issuer relied solely on the applicant to pay transfer fees.
7

Aandatory transfer. ecause this standby form provides for transfer by demand, it includes an underta$in" that the issuer must "ive effect to a complyin" demand for transfer. ecause effectin" transfer is mandatory, the issuer%s underta$in" to effect a demanded transfer should state any conditions other than presentation of a complyin" transfer demand. *he issuer may prefer to include those conditions in the transfer term in the standby even if they are included in the te!t of the required transfer demand form.
-8

Advice of transfer. ecause this standby form provides for mandatory transfer, it includes an underta$in" by the issuer to "ive effect to a complyin" transfer demand by issuin" an advice of transfer that documents the transferee beneficiary%s ri"hts under the standby.

--

Anne!ed transfer demand. *he anne!ed model form of demand for transfer is called a demand for the sa$e of clarity. *his IS&76 Dorm 0 standby obli"ates the issuer to effect transfer a"ainst receipt of a specified document. Accordin"ly, this is not a model form of transfer request to be used with a standby that is transferable but allows the issuer to e!ercise its discretion as to how and whether to reco"ni<e a requested transfer under IS&76 =ules 318-13.82 (*ransfer of 'rawin" =i"hts) or under IS&76 =ules 3.--13.-0 (*ransfer by Bperation of >aw).
-.

=i"hts transferred. #nder IS&76 =ule 3.8.(b)(i) (Khen 'rawin" =i"hts are *ransferable), it is unnecessary for a transferable standby to provide e!pressly for successive transfers or for transfer of any particular beneficiary ri"hts, such as the ri"ht to demand reduction or to consent (or not) to a pendin" or future amendment.
-/

Statement of underlyin" transfer of supported obli"ations. A standby that underta$es to effect transfer a"ainst the presentation of a demand or other documents is typically underpinned by an a"reement that obli"ates the beneficiary to the applicant to demand a transfer of drawin" ri"hts only when the underlyin" contractual obli"ations are bein" ri"htfully and fully transferred. In their ne"otiation of their underlyin" contractual obli"ations and the related standby terms, the contractin" parties may require a more specific beneficiary statement re"ardin" the basis for a demanded transfer.
-0

Standby enclosed. If the te!t of a standby requires presentation of the standby (or any beneficiary statement as to the e!istence and status of any amendments, demands, or other activity affectin" the standby), then the anne!ed form of demand for transfer should address those requirements. See endnote 0 to this IS&76 Dorm 0 and endnote 7 to Dorm -.
-2

&ostponed effective date. *his optional wordin" addresses the possibility that the effective date of a transfer is to occur after presentation of the beneficiary%s demand for transfer.
-3

Authentication. *his model form of anne!ed transfer demand requires the same level of authentication as the model form of payment demand. IS&76 =ule 5 (9ancellation) lists additional conditions that the beneficiary, applicant, or issuer mi"ht wish to consider to deter unauthori<ed transfer demands.
+%%B1P as of 3- 2arch 34-3,