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Terms and conditions for Standby Letter of Credit Issued

1. 1.1 You will make payment to the Bank on demand of all sums paid in connection with the Standby and any commission and interest relating thereto. The Bank may in any case on payment debit your account with all sums paid in connection with the Standby and any commission and interest or at any time if it thinks fit with the whole or part of the amount of the Standby and may further debit your account with any indemnity payment payable by you as set out below.
   
   1.2 You will indemnify the Bank on demand against all claims, demands, costs, charges and expenses which may be brought or preferred against the Bank, or which it may incur arising out of or in connection with the Standby unless directly due to its negligence or default.
   
   1.3 In the case that the amount to be debited to your account is denominated in a currency different from the currency of your account the Bank may, unless you have agreed other settlement arrangements with it, pass any such debits in the currency of your account at the Bank's rate of exchange ruling when it passes such debit or, if passed after payment, at the Bank's rate ruling when it receives advice of payment.
   
   
2. In the event that any amount payable by you hereunder remains unpaid and you do not have an account with the Bank that we can debit in the same currency as such unpaid amount, you shall pay interest from time to time on such unpaid amount at a rate as may be agreed between you and the Bank, but in the absence of such agreement at a rate per annum equal to the aggregate of 3% per annum and the cost to Bank (as shall be determined by the Bank at the Bank's absolute discretion) of funding such unpaid amount from time to time, and (without prejudice to the Bank's right to require payment of such interest) all such interest shall be compounded (both before and after any demand or judgement) at such times as the Bank shall from time to time fix (but no more than monthly). All teletransmission messages in connection with the Standby shall be dispatched at your risk and cost, and (save where it is directly due to the Bank's negligence or default) the Bank shall not be responsible for any loss caused by mistakes, mutilations or omissions in their teletransmission, coding or decoding or interpretation when received, or by delay on the part of the teletransmission companies and/or operators.
   
   
3. Neither the Bank nor any Advising (and/or any Nominated) Bank shall have any liability or responsibility for the consequences arising out of delay and/or loss in transit of any letter(s) or document(s) or for any errors in translation and/or interpretation of technical terms save where such delay, loss or errors are directly due to the Bank's negligence or default.
   
   
4. Where more than one document is required to be presented under the Standby, the Bank shall not be obliged to examine such documents for inconsistency or lack of conflict (as appropriate) with each other except to the extent (if any) expressly indicated by you under "Additional Instructions" (or on an attachment to this form) irrespective of whether the Standby is subject to International Standby Practices or Uniform Customs and Practice for Documentary Credits or, in each case, any successor publication in force from time to time.
   
   
5. If two or more parties (other than the Bank) sign this document, the obligations hereunder are joint and several.
   
   
6. The Standby is intended to be and will be enforceable by the beneficiary and any other parties to it according to its terms and conditions. Otherwise, unless expressly provided to the contrary herein in Clause 8, no person other than you and the Bank shall have rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of these terms and conditions.
   
   
7. If you are a customer of 
   
   -Lloyds TSB Scotland plc 
   
   -Lloyds TSB Offshore Limited or 
   
   -Lloyds TSB Private Banking Limited
   
   you acknowledge and agree that each of the above banks has appointed Lloyds TSB Bank plc as its agent for the purpose of international banking transactions carried out at the request of its customers. Accordingly, if you are a customer of one of these banks, although Lloyds TSB Bank plc will effect the transaction contemplated in these terms and conditions in its own name, you acknowledge and agree that it will do so as agent for your bank and that bank will indemnify Lloyds TSB Bank plc in respect of the transaction. You acknowledge and agree that these terms and conditions are therefore to be read as being between you and your bank and that all references in these terms and conditions to the "Bank", "us", "we", "Lloyds", "Lloyds Bank", "Lloyds TSB", "Lloyds TSB Bank" and "Lloyds TSB Bank plc" shall be construed accordingly to give full effect to this clause.
   
   The account details to be entered into the application for the transaction contemplated in these terms and conditions should be those of your appropriate account with your bank which will be debited or credited with any sums due in respect of the transaction. 
   
   
8. The Bank shall not be liable for any loss of profits, business, data or information or for any incidental, indirect, special or consequential damages whether arising from negligence, breach of contract or otherwise, even if informed of the possibility of those losses or damages. Except as otherwise specified herein, the Bank shall not be liable for any direct losses arising out of or relating to any of its actions or omissions to act in respect of the transaction contemplated by these terms and conditions, except to the extent that any such losses are caused by the Bank's wilful misconduct, fraud or gross negligence.
   
   
9. These terms and conditions shall be governed by English law. You hereby agree for the benefit of the Bank that the courts of England shall have jurisdiction to settle any disputes that may arise out of or in connection with these terms and conditions. Nothing in this paragraph shall limit the right of the Bank to bring any legal action or proceedings with respect to these terms and conditions in any competent jurisdiction.