Used in Connection with Acceptance Credits Granted by a Bank for the Purpose of Financing Imports or Exports to or from the United States, or Merchandise Stored in Warehouses in the United States or Abroad while awaiting shipments to this or another country

(Front)

For and in consideration of the acceptance by Guaranty Trust Company Of New York, of my/our draft on it numbered

..........dated..........payable..........for................

Dollars ($..........), and all other drafts which may hereafter be accepted by the Guaranty Trust Company of New York at my/our request, I/we hereby deposit and assign and transfer to said Trust Company as collateral security for the payment of said drafts at maturity, as well as for the payment of any and every debt or liability of every nature from the undersigned to said Trust Company.

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with such additional collaterals as may from time to time be required by any of the officers of said Trust Company, and which the undersigned hereby promises to furnish on demand. And the undersigned hereby gives to said Trust Company, or its assigns, full power to sell, assign and deliver the whole or any part of said collaterals, or any substitutes therefor, or any additions thereto, at any Brokers' Exchange or elsewhere at public or private sale, at the option of such holder, on the non-performance of any of the promises herein contained, and without notice of amount due or claimed to be due, without demand of payment, without advertisement and without notice of the time or place of sale, each and every of which is hereby expressly waived; and on any such sale the Trust Company, its assigns or any of the officers of said Trust Company, may purchase on its own account and without further accountability except for the purchase price thereof the whole or any part of the property sold free from any right of redemption on the part of the undersigned, which right is hereby waived and released.

It is further agreed, that any surplus arising from the sale of said collaterals, beyond the amount due hereon, shall be applicable upon any claim of the said Trust Company arising directly or by assignment against the undersigned at the time of said sale, whether the same be then due or not due.

And it is further agreed that any moneys or properties, at any time, in the possession of Guaraty Trust Company Of New York belonging to any of the parties liable hereon to said Trust Company, and any deposits, balance of deposits or other sum at any time credited by or due from said Trust Company to any of said parties, shall at all times be held and treated as collateral security for the payment of any other obligation, indebtedness or liability of the undersigned to the said Trust Company, whether due or not due, and said Trust Company may at any time, at its option, set off the amount due or to become due hereon or any other obligations against any claim of any of said parties against said Trust Company.

And I/we also agree to place said Trust Company in possession of sufficient funds in cash previous to the maturity of said draft, and of any other drafts which the said Trust Company may hereafter from time to time accept to meet the maturity of said draft or drafts respectively, together with commission as agreed and any interest which may accrue thereon, calculated at the rate of six per cent (6%) per annum. Any and all drafts or bills of exchange now or hereafter delivered by me/us to said Trust Company to be collected shall be delivered to and received by it as security for said acceptance or acceptances without impairing in any way my/our obligation hereunder to place said Trust Company in funds before the maturity of said acceptance or acceptances as aforesaid, and all documents relating to such bills for collection shall likewise be held and received by said Trust Company as security with the privilege of delivering same to drawees upon acceptance or acceptances unless instructions to the contrary shall be attached to each bill.

The said Trust Company shall have the right to apply the proceeds of such collections against the payment of said acceptance or accept-ances and of any other indebtedness due or to become due from me/us.

It is expressly agreed that I/we assume all responsibility for the col lection of drafts or bills delivered as aforesaid and for any loss, costs or expenses suffered or incurred by said Trust Company in connection therewith, and that said Trust Company shall be held free of responsibility for, and my/our obligation to place said Trust Company in funds as aforesaid shall not be affected or impaired by, any default, neglect, suspension, insolvency or bankruptcy of any correspondent or sub-agent, to whom said bills or drafts may be entrusted for collection or for any delay in remittance, loss in exchange, or the loss of the said drafts or bills or their proceeds during transmission or in the course of their collection, and I/we expressly agree to assume all responsibility for, and that my/our said obligation to said Trust Company shall not be affected or impaired by. the non payment of any bills of exchange which may be received by said Trust Company or by any collecting bank, agent or sub-agent in payment of such drafts or bills of exchange.

I/we also assume all responsibility of, and said obligation to place said Trust Company in funds shall not be affected or impaired by, any risk or error in the course of transmission of telegrams and cablegrams or the loss of letters or other documents which may be sent in connection with the said drafts or bills for collection.

I/we also agree that in the event that any of the said Trust Company's correspondents, agents or sub-agents for collection of said drafts or bills shall advise it that any of said drafts or bills are not promptly accepted or paid, or in the event of the suspension, failure or assignment for the benefit of creditors, or by the filing of a petition in bankruptcy against the drawee or the drawees of any of said bills for collection, that I/we will immediately upon receipt of such notice, waiving protest, and notice of protest, pay or cause to be paid to said Trust Company in cash the face amount of any such draft or bill for collection which has not been accepted or the drawee of which has suspended, failed or assigned or against whom a petition in bank-rutpcy has been filed as aforesaid.

In the event of my/our suspension, failure or assignment for the benefit of creditors, or of a petition in bankruptcy being filed against me/us, or the non-fulfillment of any obligation hereunder on my/our part to be performed, all obligations and liabilities to said Trust Company on my/our part shall immediately, without notice, accrue and mature and become due and payable, and it is also agreed that in either of those events, said Trust Company may take such action with respect to the collection of any or all of said drafts and bills delivered as aforesaid for collection as it may deem advisable to protect its interests, and I/we hereby agree to indemnify and save said Trust Company harmless from any loss, costs, damage, expense (including reasonable attorneys' fees), suffered or incurred by it by reason of such action or by reason of my/our failure to perform any of the obligations arising hereunder.

This obligation shall continue in force and remain applicable notwithstanding any change in the individuals comprising our firm, whether such change shall arise from the accession of one or more new partners or from the death, retirement or succession of any partner or partners.

All rights arising under this agreement shall be determined according to the laws of the State of New York.

(Reverse side)

Whereas, .................................................

the undersigned has/have requested the Guaranty Trust Company of New York to accept the drafts mentioned and described in the acceptance agreement of........................dated the..........of

................19....., printed on the reverse side hereof, and Whereas, the said Guaranty Trust Company of New York is willing to execute such acceptances provided the undersigned will unconditionally guarantee to it the prompt payment at maturity of the said drafts and of any other drafts of ........................

which the said Trust Company may hereafter accept from time to time.

Now, In Consideration Of The Premises and of the sum of One Dollar to the undersigned in hand paid, the receipt whereof is herby acknowledged, the undersigned do..........hereby unconditionally guarantee to the said Guaranty Trust Company Of New York, its successors, endorsees and assigns, the prompt payment at maturity of any and all drafts accepted by the Guaranty Trust Company Of New York, pursuant to said acceptance agreement, and any and all renewals and extensions thereof, the prompt performance by ........................ of all the terms, conditions and covenants contained in said acceptance agreement, and the payment of every debt and liability of..............

..........to the Guaranty Trust Company of New York.

The undersigned hereby consents to any renewal and extension of time of payment of any draft, drafts or other indebtedness that may be granted by the Guaranty Trust Company of New York, and do ....

...... also consent that the securities set forth in said acceptance agreement may be exchanged or surrendered from time to time without notice to, or further assent from the undersigned, and that the undersigned will remain bound upon this guarantee notwithstanding such changes, surrenders, renewals and extensions.

The undersigned expressly waives presentment, demand of payment, protest and notice of dishonor of said drafts and acceptances thereof, and does also waive notice of the nonperformance on the part of ........................ of any of the provisions or covenants of the aforesaid acceptance agreement on his/its/their part to be performed and notice of any sale of the collateral securties aforesaid.

This guarantee is made without any limitation as to duration or amount, and the undersigned agree..........that it shall continue and that the said Guaranty Trust Company of New York may continue to act on the faith thereof to any extent until such time as the said Trust Company shall receive from me/us written notice of its withdrawal; which notice, however, shall not in any wise affect any draft and acceptance theretofore made or any other liability theretofore incurred, whether then due and payable or thereafter to become due and payable, and not fully paid at the time of the receipt by the said Trust Company of said notice.

The undersigned declares to and covenants with the said Guaranty Trust Company of New York, its successors, endorsees and assigns, that the undersigned ha- no defense whatsoever to any action, suit or proceeding at law, or otherwise, that may be instituted upon this guarantee.

This guarantee shall be construed in accordance with the laws of the State of New York.

In Witness Whereof, the undersigned ha- set his/our hand and seal this.......... day of ........................

........................ (L.S.).

Explanation - Form No. 18 Acceptance Agreement

Copy of an "acceptance agreement" which is used in connection with acceptance credits granted by a bank for the purpose of financing imports or exports to or from the United States, or merchandise stored in warehouses in this country, or in warehouses in other countries, while awaiting shipment to the United States, or another country.

This form of agreement is signed by the client of the bank at the time the credit is arranged for.

There is no material difference between the operation of an acceptance which arises out of a foreign transaction and one between commercial firms in this country, except that in the latter, the mode of payment would be in "dollars" whereas in the former, it may be made available to the drawer in the currency of his locality. Such drafts being accepted by the bank, become "bank acceptances" drawn in a foreign country. (Form No. 12).