Common use of Letter of Credit Facility Clause in Contracts

Letter of Credit Facility. (a) From time to time, so long as no Event of Default exists and so long as after giving effect to the issuance of the Letter of Credit the aggregate outstanding Revolving Credit Loans do not exceed the Revolving Credit Commitment, the Agent, as issuer agrees to issue for the account of Borrower Letters of Credit, in form and substance satisfactory to Agent in accordance with its usual and customary practice. (b) The aggregate outstanding amount of all Letters of Credit issued pursuant hereto shall at no time exceed a face amount equal to Three Million Dollars ($3,000,000). (c) The Letters of Credit issued pursuant hereto shall be governed by the terms of this Agreement and by the Letter of Credit Documents, signed or guaranteed or otherwise verified by Borrower in a manner satisfactory to Lenders at the time of the issuance, extension or renewal thereof. (d) Borrower hereby agrees to pay to Agent, as issuer a letter of credit fee equal to the customary fees charged by such issuer in connection with the issuance of Letters of Credit, payable upon issuance of each Letter of Credit. (e) Borrower hereby agrees to pay to Agent, as issuer, on demand, all drawing fees, transfer fees, other administrative fees and all other usual and customary fees and transaction charges of Agent, as issuer in connection with letters of credit as described in the Letter of Credit Documents as in effect from time to time. (f) Borrower hereby agrees to pay to Agent on behalf of Lenders, on demand, letter of credit fees as follows: (i) for trade letters of credit, an annual fee equal to one percent (1%) of the face amount of the issued trade letters of credit, and (ii) for standby letters of credit, an annual fee equal to two percent (2%) of the face amount of the issued standby letters of credit, such fees shall be payable quarterly in arrears.

Letter of Credit Facility. On the basis of the representations, warranties and covenants this day made by Borrower in the Loan Documents and subject to satisfaction of the conditions herein set forth, Lender shall issue the Letters of Credit in favor of the Public Authorities pursuant to the facility schedule approved by Lender (the “Schedule”) and on the following terms and conditions: (a) From The Lender agrees, subject to the terms and conditions of this Loan Agreement, to issue the Letters of Credit for the account of the Borrower from time to time, so long as pursuant to the Schedule. The total aggregate amount of the Letters of Credit that the Lender will issue shall not exceed One Million Seven Hundred Thousand Dollars ($1,700,000). The obligation of the Lender to issue any Letters of Credit under this Letter of Credit Facility shall expire on that date that is twenty-four (24) months from the date of this Loan Agreement, unless extended in writing by Lender in its sole discretion. The initial term of a Letter of Credit shall not exceed twenty-four (24) months and will be renewable automatically (but only if no Event of Default exists has occurred and so long remains uncured as after giving effect of the date of the renewal) for additional twelve (12) month periods to the issuance extent that the Public Authorities require the extension of the applicable Letter of Credit. In no event shall the Lender be obligated to issue or extend a Letter of Credit that would expire after January 23, 2017. Each Letter of Credit will be issued for the benefit of the Public Authority to secure the Borrower’s obligations to construct the Improvements required by the Public Authorities in connection with their approval of the Project. (b) Each request for a Letter of Credit must be made in writing by an authorized representative of Borrower and must be accompanied by an appropriately completed Letter of Credit Agreement in form acceptable to Lender in its sole discretion, executed by the Borrower, which must be received by the Lender not less than five (5) business days prior to the date on which the Letter of Credit is to be issued. The purpose, form, amount and term of each Letter of Credit shall be subject to the Lender’s approval, in its sole discretion. (c) Borrower shall pay Lender a fully earned non-refundable commission payable in advance on the date the Letter of Credit is issued or renewed and on each anniversary date of the Letter of Credit the aggregate outstanding Revolving Credit Loans do not exceed the Revolving Credit Commitment, the Agent, as issuer agrees to issue for the account of Borrower Letters of Credit, in form and substance satisfactory to Agent in accordance with its usual and customary practice. (b) The aggregate outstanding amount of all Letters of Credit issued pursuant hereto shall at no time exceed a face amount equal to Three Million Dollars ($3,000,000). (c) The Letters of Credit issued pursuant hereto shall be governed by the terms of this Agreement and by the Letter of Credit Documents, signed or guaranteed or otherwise verified by Borrower in a manner satisfactory to Lenders at the time of the issuance, extension after such issuance or renewal thereof. (d) Borrower hereby agrees to pay to Agent, as issuer a letter of credit fee equal to the customary fees charged by such issuer in connection with the issuance of Letters of Credit, payable upon issuance of each Letter of Credit. (e) Borrower hereby agrees to pay to Agent, as issuer, on demand, all drawing fees, transfer fees, other administrative fees and all other usual and customary fees and transaction charges of Agent, as issuer in connection with letters of credit as described in the Letter of Credit Documents as in effect from time to time. (f) Borrower hereby agrees to pay to Agent on behalf of Lenders, on demand, letter of credit fees as follows: (i) for trade letters of credit, an annual fee equal to one percent (1%) of the face amount of the issued trade letters of credit, and (ii) for standby letters of credit, an annual fee equal to two percent (2%) of the face amount of the issued standby letters Letter of creditCredit on each date. Borrower shall immediately reimburse Lender on demand for any drawings paid by Lender under a Letter of Credit. Borrower’s reimbursement obligations with respect to a Letter of Credit shall bear interest at a per annum rate equal to the non-default rate of interest then being charged Borrower under the Note plus three percent (3%) per annum (computed for the actual number of days during which any Letter of Credit is drawn upon and Lender remains unreimbursed), such fees which interest shall be payable quarterly on demand. Borrower’s reimbursement obligations shall, until paid, be treated as outstanding advances under the Loan, and shall be secured by the Deed of Trust. (d) Each request for a Letter of Credit shall identify the portion of the Project to which the Letter of Credit is attributable, be in arrearsthe form of a requisition, in form and substance satisfactory to and approved by Lender, and shall be accompanied by, and shall itself constitute, a certification by Borrower that all representations and warranties of Borrower and Guarantors in the Loan Documents remain true in all material respects as of the time of such request, and that no material adverse change in Borrower’s or any of the Guarantor’s respective financial conditions has occurred since the immediately preceding issuance of a Letter of Credit. (e) In no event will Lender be required to issue any Letter of Credit hereunder, or otherwise, if (i) an event shall have occurred which, with the passage of time or the giving of notice, or both, could constitute an Event of Default under (A) the Loan Documents; or (B) any financing junior (or subordinate) to the Deed of Trust and the Note secured thereby; or (C) any loan document evidencing or securing any other loan from Lender to Borrower or to any of the Guarantors, or (ii) Lender at any time determines, in its sole discretion, that the proceeds of the Loans remaining to be advanced are insufficient to complete the Project in accordance with the plans and specifications.

Letter of Credit Facility. (a) From 2.2.1 Issuance of Letters of Credit. Issuing Bank agrees to issue Letters of Credit from time to time, so long as no Event of Default exists and so long as after giving effect time until 30 days prior to the issuance of Revolver Termination Date (or until the Commitment Termination Date, if earlier), on the terms set forth herein, including the following: a. Each Borrower acknowledges that Issuing Bank’s willingness to issue any Letter of Credit is conditioned upon Issuing Bank’s receipt of a LC Application with respect to the aggregate outstanding Revolving Credit Loans do not exceed the Revolving Credit Commitment, the Agent, as issuer agrees to issue for the account of Borrower Letters requested Letter of Credit, in form as well as such other instruments and substance satisfactory to Agent in accordance with its usual and customary practice. (b) The aggregate outstanding amount agreements as Issuing Bank may customarily require for issuance of all Letters of Credit issued pursuant hereto shall at no time exceed a face amount equal to Three Million Dollars ($3,000,000). (c) The Letters of Credit issued pursuant hereto shall be governed by the terms of this Agreement and by the Letter of Credit Documents, signed or guaranteed or otherwise verified by Borrower in a manner satisfactory to Lenders at the time of the issuance, extension or renewal thereof. (d) Borrower hereby agrees to pay to Agent, as issuer a letter of credit fee equal of similar type and amount. Issuing Bank shall have no obligation to issue any Letter of Credit unless (i) Issuing Bank receives a LC Request and LC Application at least three Business Days prior to the customary fees charged requested date of issuance; (ii) each LC Condition is satisfied and (iii) if a Defaulting Lender exists, such Lender or Borrowers have entered into arrangements satisfactory to Agent and Issuing Bank to eliminate any funding risk associated with the Defaulting Lender. If Issuing Bank receives written notice from a Lender at least five Business Days before issuance of a Letter of Credit that any LC Condition has not been satisfied, Issuing Bank shall have no obligation to issue the requested Letter of Credit (or any other) until such notice is withdrawn in writing by that Lender or until Required Lenders have waived such issuer condition in accordance with this Agreement. Prior to receipt of any such notice, Issuing Bank shall not be deemed to have knowledge of any failure of LC Conditions. b. Letters of Credit may be requested by a Borrower only (i) to support obligations of such Borrower incurred in the Ordinary Course of Business; or (ii) for other purposes as Agent and Lenders may approve from time to time in writing. The renewal or extension of any Letter of Credit shall be treated as the issuance of a new Letter of Credit, except that delivery of a new LC Application shall be required at the discretion of Issuing Bank. c. Borrowers assume (solely as between Borrowers and Secured Parties) all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary thereof. In connection with issuance of any Letter of Credit, none of Agent, Issuing Bank or any Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a Letter of Credit or Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the issuance misapplication by a beneficiary of Letters any Letter of CreditCredit or the proceeds thereof; or any consequences arising from causes beyond the control of Issuing Bank, payable upon issuance Agent or any Lender, including any act or omission of a Governmental Authority. The rights and remedies of Issuing Bank under the Loan Documents shall be cumulative. Issuing Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against Borrowers are discharged with proceeds of any Letter of Credit. (e) Borrower hereby agrees d. In connection with its administration of and enforcement of rights or remedies under any Letters of Credit or LC Documents, Issuing Bank shall be entitled to pay act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by Issuing Bank, in good faith, to Agentbe genuine and correct and to have been signed, as issuersent or made by a proper Person. Issuing Bank may consult with and employ legal counsel, on demandaccountants and other experts to advise it concerning its obligations, all drawing feesrights and remedies, transfer feesand shall be entitled to act upon, other administrative fees and all other usual shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. Issuing Bank may employ agents and customary fees and transaction charges of Agent, as issuer attorneys-in-fact in connection with letters of credit as described in the Letter any matter relating to Letters of Credit Documents as in effect from time to time. (f) Borrower hereby agrees to pay to Agent on behalf of Lenders, on demand, letter of credit fees as follows: (i) for trade letters of credit, an annual fee equal to one percent (1%) of the face amount of the issued trade letters of creditor LC Documents, and (ii) shall not be liable for standby letters the negligence or misconduct of credit, an annual fee equal to two percent (2%) of the face amount of the issued standby letters of credit, such fees shall be payable quarterly in arrearsagents and attorneys-in-fact selected with reasonable care.

Letter of Credit Facility. (a) From time Borrower is authorized to time, so long as no Event utilize the Loan for the purpose of Default exists and so long as after giving effect to obtaining the issuance of one or more letter(s) of credit by Lender, up to Fifteen Million Dollars ($15,000,000), the full original principal balance of the Loan, for use in Borrower's business operations. Upon issuance of any letter of credit and continuing until the cancellation or termination thereof, Lender shall reserve the amount of the letter of credit from the Loan proceeds, which reserved amount shall not be available for other Borrower draws or advances, whether or not any claim is actually made against the letter of credit. Any amount reserved for a letter of credit shall not bear interest unless and until any amounts are drawn thereon and then only to the extent of said draws. In addition to any fees assessed under the Letter of Credit Reimbursement Agreement to be executed by Borrower with issuance of any letter of credit, Borrower shall pay to Lender a fee upon the issuance of any letter of credit which shall be calculated as follows: (a) Upon the issuance of any Letter of Credit issued up to the aggregate outstanding Revolving Credit Loans do not exceed amount of the Revolving Credit CommitmentLoan and secured pursuant to the terms of this Loan Agreement, Borrower shall pay a fee equal to four percent (4%) per annum of the Agent, as issuer agrees to issue for the account amount of Borrower Letters said letter of Credit, in form and substance satisfactory to Agent in accordance with its usual and customary practicecredit. (b) The aggregate outstanding amount Upon the issuance of all Letters any Letter of Credit issued pursuant hereto shall at no time exceed a face by Lender in the aggregate amount equal to Three Million Dollars (of not more than $3,000,000). (c) The Letters 6,000,000 in excess of Credit issued pursuant hereto shall be governed by the terms of this Agreement and by the $15,000,000 Loan amount, which additional Letter of Credit Documentsis secured by that certain Managed Account Assignment Agreement dated May 31, signed or guaranteed or otherwise verified by 2000 as amended, Borrower in shall pay a manner satisfactory to Lenders at the time of the issuance, extension or renewal thereof. (d) Borrower hereby agrees to pay to Agent, as issuer a letter of credit fee equal to the customary fees charged by such issuer in connection with the issuance of Letters of Credit, payable upon issuance of each Letter of Credit. (e) Borrower hereby agrees to pay to Agent, as issuer, on demand, all drawing fees, transfer fees, other administrative fees and all other usual and customary fees and transaction charges of Agent, as issuer in connection with letters of credit as described in the Letter of Credit Documents as in effect from time to time. (f) Borrower hereby agrees to pay to Agent on behalf of Lenders, on demand, letter of credit fees as follows: (i) for trade letters of credit, an annual fee equal to one percent (1%) of the face amount of the issued trade letters of credit, and (ii) for standby letters of credit, an annual fee equal to two percent (2%) per annum of the face amount of said Letter of Credit. The maturity of any letter of credit issued pursuant to this Section 2.6 may extend at the issued standby letters election of Borrower up to ninety (90) days beyond the maturity date of the Loan. However, any such extension shall not effect any extension upon any other obligation or other covenant under taken by Borrower in the Loan Documents, except as specifically set forth in those certain documents executed concurrently with the issuance of the letter of credit. (e) Section 5.13, such fees Dividends and Loans, of the Loan Agreement shall be payable quarterly deleted in arrears.its entirety and replaced with the following:

Letter of Credit Facility. (a) From Issuance of Letters of Credit. Issuing Bank agrees to issue Letters of Credit from time to time, so long as no Event of Default exists and so long as after giving effect time until 20 days prior to the issuance of Revolving Loan Maturity Date, on the terms set forth herein, including the following: (i) Borrowers acknowledge that Issuing Bank's willingness to issue any Letter of Credit is conditioned upon Issuing Bank's receipt of an LC Application with respect to the aggregate outstanding Revolving Credit Loans do not exceed the Revolving Credit Commitment, the Agent, as issuer agrees to issue for the account of Borrower Letters requested Letter of Credit, in form as well as such other instruments and substance satisfactory to Agent in accordance with its usual and customary practice. (b) The aggregate outstanding amount agreements as Issuing Bank may customarily require for issuance of all Letters of Credit issued pursuant hereto shall at no time exceed a face amount equal to Three Million Dollars ($3,000,000). (c) The Letters of Credit issued pursuant hereto shall be governed by the terms of this Agreement and by the Letter of Credit Documents, signed or guaranteed or otherwise verified by Borrower in a manner satisfactory to Lenders at the time of the issuance, extension or renewal thereof. (d) Borrower hereby agrees to pay to Agent, as issuer a letter of credit fee equal of similar type and amount. Issuing Bank shall have no obligation to issue any Letter of Credit unless (i) Issuing Bank receives an LC Request and LC Application at least three Business Days prior to the customary fees charged requested date of issuance; and (ii) each LC Condition is satisfied. If Issuing Bank receives written notice from a Lender at least one Business Day before issuance of a Letter of Credit that any LC Condition has not been satisfied, Issuing Bank shall have no obligation to issue the requested Letter of Credit (or any other) until such notice is withdrawn in writing by that Lender or until Requisite Lenders have waived such issuer condition in accordance with this Agreement. Prior to receipt of any such notice, Issuing Bank shall not be deemed to have knowledge of any failure of LC Conditions. (ii) Letters of Credit may be requested by a Borrower only (i) to support obligations of such Borrower incurred in the ordinary course of business; or (ii) for other purposes as Administrative Agent and Lenders may approve from time to time in writing. The renewal or extension of any Letter of Credit shall be treated as the issuance of a new Letter of Credit, except that delivery of a new LC Application shall be required at the discretion of Issuing Bank. (iii) Borrowers assume all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary. In connection with issuance of any Letter of Credit, none of Administrative Agent, Collateral Agent, Issuing Bank or any Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a Letter of Credit or Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and any Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the issuance misapplication by a beneficiary of Letters any Letter of CreditCredit or the proceeds thereof; or any consequences arising from causes beyond the control of Issuing Bank, payable upon issuance Agents or any Lender, including any act or omission of a Governmental Authority. The rights and remedies of Issuing Bank under the Credit Documents shall be cumulative. Issuing Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against Borrowers are discharged with proceeds of any Letter of Credit. (eiv) Borrower hereby agrees In connection with its administration of and enforcement of rights or remedies under any Letters of Credit or LC Documents, Issuing Bank shall be entitled to pay act, and shall be fully protected in acting, upon any certification, notice or other communication in whatever form believed by Issuing Bank, in good faith, to Agentbe genuine and correct and to have been signed, as issuersent or made by a proper Person. Issuing Bank may consult with and employ legal counsel, on demandaccountants and other experts to advise it concerning its obligations, all drawing feesrights and remedies, transfer feesand shall be entitled to act upon, other administrative fees and all other usual shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. Issuing Bank may employ agents and customary fees and transaction charges of Agent, as issuer attorneys-in-fact in connection with letters of credit as described in the Letter any matter relating to Letters of Credit Documents as in effect from time to time. (f) Borrower hereby agrees to pay to Agent on behalf of Lenders, on demand, letter of credit fees as follows: (i) for trade letters of credit, an annual fee equal to one percent (1%) of the face amount of the issued trade letters of creditor LC Documents, and (ii) shall not be liable for standby letters the negligence or misconduct of credit, an annual fee equal to two percent (2%) of the face amount of the issued standby letters of credit, any such fees shall be payable quarterly in arrearsagents or attorneys-in-fact selected with reasonable care.

Letter of Credit Facility. (a) From time Borrower has requested that Lender issue or cause to timebe issued, so long and Lender has agreed to issue or cause to be issued by Issuing Party for Borrower’s account and guaranteed by Lender, one or more Letters of Credit in a maximum Face Amount of $7,000,000 for the benefit of one or more Beneficiaries. Each Letter of Credit shall expire no later than one (1) year from the date it is issued, and, if requested by Borrower, subject to the terms and conditions of this Agreement at Lender’s sole discretion, may be renewed or extended thereafter for additional periods of up to one (1) year each, provided that the term of such Letter of Credit (including any extended term) shall not expire on a date that is later than thirty (30) days prior to the schedule Maturity Date. (b) To the extent that Lender makes or is obligated to make any payment in connection with an LC Draft honored by Issuing Party, such payment, together with all other Letter of Credit Obligations then paid or incurred by Lender and unreimbursed by Borrower, shall constitute Revolving Credit Advances under this Agreement made by Lender as no of the date the same are paid or incurred by Lender or due from Borrower, as the case may be, regardless of whether a default or Event of Default exists has occurred and so long is continuing and notwithstanding Borrower’s failure to have met any of the conditions precedent set forth in Section 5.2. All such Letter of Credit Obligations shall bear interest until paid at the rate then applicable to Revolving Credit Advances under this Agreement. The Letter of Credit Obligations shall be evidenced by the Revolving Note and secured by this Agreement and the other Loan Documents. Except as after giving effect otherwise expressly provided herein, all other terms, conditions and provisions of this Agreement, including, but not limited to, the terms set forth on Exhibit F attached hereto and incorporated herein by reference, shall apply to the issuance Letters of Credit and/or the Letter of Credit Obligations, as applicable. (c) All payments which Lender makes or is obligated to make in connection with an LC Draft honored by Issuing Party, shall be due and payable, in full, to Lender by Borrower immediately upon demand by Lender. Borrower’s failure to repay all or any portion of the Letter of Credit the aggregate outstanding Revolving Credit Loans do not exceed the Revolving Credit Commitment, the Agent, Obligations as issuer agrees to issue for the account of Borrower Letters of Credit, in form and substance satisfactory to Agent when due in accordance with its usual and customary practice. (b) The aggregate outstanding amount of all Letters of Credit issued pursuant hereto shall at no time exceed a face amount equal to Three Million Dollars ($3,000,000). (c) The Letters of Credit issued pursuant hereto shall be governed by the terms applicable provisions of this Agreement shall constitute an event of Default under Section 8.1(a) of this Agreement. Borrower acknowledges and by agrees that Lender shall have the Letter right, but not the obligation, to apply collections of Credit Documents, signed or guaranteed or otherwise verified by Borrower in a manner satisfactory to Lenders at the time Accounts towards repayment of the issuance, extension or renewal thereofamounts outstanding under this Section 2.1C(c). (d) If Issuing Party honors any LC Draft under a Letter of Credit and Borrower hereby agrees fails to pay to Agentreimburse Lender in accordance with the terms of this Agreement, as issuer a letter Lender may assert its right of credit fee equal to subrogation under applicable law, whether Issuing Party’s honoring of such LC Draft satisfies all or only part of the customary fees charged underlying obligation. Borrower shall, on reasonable notice, cooperate with Lender and Issuing Party in the assertion of (i) Borrower’s rights against the particular Beneficiary presenting such LC Draft, (ii) such Beneficiary’s rights against Borrower and (iii) any other rights that Lender or Issuing Party may have by subrogation, assignment or otherwise. Such cooperation shall include, without limitation, the prompt return of all drafts, documents, instruments and statements in Borrower’s possession that were presented by or on behalf of such issuer Beneficiary in connection with the issuance of Letters of Credit, payable upon issuance of each Letter of Creditany LC Draft. (e) During any period in which a Letter of Credit is outstanding, if the Borrowing Base is ever less than the sum of (x) the Face Amount plus (y) the balance of the Revolving Loan plus (z) $200,000, then Borrower hereby agrees to pay make upon demand such cash deposits with Lender as Lender may from time to Agenttime require, as issuer, on demand, all drawing fees, transfer fees, other administrative fees and all other usual and customary fees and transaction charges which cash deposit shall be applied at Lender’s option either to reduce the balance of Agent, as issuer in connection with letters of credit as described in the Revolving Loan or to secure further the Letter of Credit Documents as in effect from time to timeObligations. (f) Borrower hereby agrees to pay to Agent on behalf of Lenders, on demand, letter of credit fees as follows: (i) for trade letters of credit, an annual fee equal to one percent (1%) of the face amount of the issued trade letters of credit, and (ii) for standby letters of credit, an annual fee equal to two percent (2%) of the face amount of the issued standby letters of credit, such fees shall be payable quarterly in arrears.

Letter of Credit Facility. (a) From time Subject to, and upon the terms and conditions contained herein, at the request of Borrower, Lender agrees to timeprovide or arrange for Letter of Credit Accommodations for the account of Borrower containing terms and conditions acceptable to Lender and the issuer thereof. Any payments made by Lender to any issuer thereof and/or related parties in connection with the Letter of Credit Accommodations shall be immediately due from and payable by Borrower to Lender, so long as no Event of Default exists without the need for demand for payment thereof, and so long as after giving effect to the issuance extent Lender determines there is sufficient Loan availability under the lending formula set forth in Section 2.1(a) hereof, Lender may, but shall not be required to, make a Loan to Borrower in the amount of such payment by debiting Borrower's revolving loan account therefor. (b) In addition to any charges, fees or expenses charged by any bank or issuer in connection with the Letter of Credit Accommodations (presently consisting of an opening charge plus a fee at the rate of one-half (1/2%) percent per annum on the face amount of each Letter of Credit Accommodation), Borrower shall pay to Lender a letter of credit fee at a rate equal to one and one-half (1-1/2%) percent per annum on the daily outstanding balance of the Letter of Credit the aggregate outstanding Revolving Credit Loans do not exceed the Revolving Credit Commitment, the Agent, as issuer agrees to issue Accommodations for the account immediately preceding month (or part thereof), payable in arrears as of the first day of each succeeding month, except that Borrower shall pay to Lender such letter of credit fee, at Lender's option, without notice, at a rate equal to three and one-half (3-1/2%) percent per annum for (i) the period from and after the date of termination or non-renewal hereof until Lender has received full and final payment of all Obligations (notwithstanding entry of a judgment against Borrower) and (ii) the period from and after the date of the occurrence of an Event of Default and for so long as such Event of Default is continuing. Such letter of credit fee shall be calculated on the basis of a three hundred sixty (360) day year and actual days elapsed and the obligation of Borrower Letters to pay such fee shall survive the termination or non-renewal of Credit, in form and substance satisfactory to Agent in accordance with its usual and customary practice. (b) The aggregate outstanding amount of all Letters of Credit issued pursuant hereto shall at no time exceed a face amount equal to Three Million Dollars ($3,000,000)this Agreement. (c) The Letters Total L/C Usage shall not, at any time, exceed the lesser of Credit issued pursuant hereto shall be governed by the terms of this Agreement and by (i) the Letter of Credit DocumentsLimit, signed or guaranteed or otherwise verified by Borrower in a manner satisfactory to Lenders at the time of the issuance, extension or renewal thereof. (d) Borrower hereby agrees to pay to Agent, as issuer a letter of credit fee equal to the customary fees charged by such issuer in connection with the issuance of Letters of Credit, payable upon issuance of each Letter of Credit. (e) Borrower hereby agrees to pay to Agent, as issuer, on demand, all drawing fees, transfer fees, other administrative fees and all other usual and customary fees and transaction charges of Agent, as issuer in connection with letters of credit as described in the Letter of Credit Documents as in effect from time to time. (f) Borrower hereby agrees to pay to Agent on behalf of Lenders, on demand, letter of credit fees as follows: (i) for trade letters of credit, an annual fee equal to one percent (1%) of the face amount of the issued trade letters of credit, and (ii) for standby letters of credit, an annual fee the amount equal to two percent (2.2. 3.2.1 the Inventory Advance Rate multiplied by the Value of Eligible Inventory, minus 2%) of the face amount of the issued standby letters of credit, such fees shall be payable quarterly in arrears.

Letter of Credit Facility. (a) From Upon the terms and conditions and relying on the representations and warranties contained in this Agreement, the Agent, as issuing bank for the Lenders, agrees from the date of this Agreement until the date which is thirty days prior to the Commitment Termination Date, to issue on behalf of the Lenders in their respective Percentage Shares Letters of Credit for the account of the Borrower and to renew and extend such Letters of Credit. Letters of Credit shall be issued, renewed, or extended from time to timetime on any Business Day designated by the Borrower following the receipt in accordance with the terms hereof by the Agent of the written (or oral, so long confirmed promptly in writing) request by a Responsible Officer of the Borrower therefor and a Letter of Credit Application. Letters of Credit shall be issued in such amounts as the Borrower may request; provided, however, that (i) no Event Letter of Default exists Credit shall have an expiration date which is more than 365 days after the issuance thereof or subsequent to the Final Maturity, (ii) each automatically renewable Letter of Credit shall provide that it may be terminated by the Agent at its then current expiry date by not less than 30 days' written notice by the Agent to the beneficiary of such Letter of Credit, and so long as (iii) the Agent shall not be obligated to issue any Letter of Credit if (A) the face amount thereof would exceed the Available Commitment, or (B) after giving effect to the issuance thereof, (I) the L/C Exposure, when added to the Loan Balance then outstanding, would exceed the lesser of the Letter of Credit Maximum Commitment Amount or the aggregate outstanding Revolving Credit Loans do not Borrowing Base, or (II) the L/C Exposure would exceed the Revolving Credit Commitment, the Agent, as issuer agrees to issue for the account of Borrower Letters of Credit, in form and substance satisfactory to Agent in accordance with its usual and customary practice$2,000,000. (b) The aggregate outstanding amount of all Letters Prior to any Letter of Credit issued pursuant hereto Payment in respect of any Letter of Credit, each Lender shall at no time exceed be deemed to be a face participant through the Agent with respect to the relevant Letter of Credit in the obligation of the Agent, as the issuer of such Letter of Credit, in an amount equal to Three Million Dollars ($3,000,000the Percentage Share of such Lender of the maximum amount which is or at any time may become available to be drawn thereunder. Upon delivery by such Lender of funds requested pursuant to Section 2.2(c), such Lender shall be treated as having purchased a participating interest in an amount equal to such funds delivered by such Lender to the Agent in the obligation of the Borrower to reimburse the Agent, as the issuer of such Letter of Credit, for any amounts payable, paid, or incurred by the Agent, as the issuer of such Letter of Credit, with respect to such Letter of Credit. (c) The Letters of Credit issued pursuant hereto Each Lender shall be governed by unconditionally and irrevocably liable, without regard to the terms occurrence of this Agreement and by any Default or Event of Default, to the Letter extent of Credit Documents, signed or guaranteed or otherwise verified by Borrower in a manner satisfactory to Lenders the Percentage Share of such Lender at the time of the issuance, extension or renewal thereof. (d) Borrower hereby agrees to pay to Agent, as issuer a letter of credit fee equal to the customary fees charged by such issuer in connection with the issuance of Letters of Credit, payable upon issuance of each Letter of Credit. (e) Borrower hereby agrees , to pay to Agent, as issuerreimburse, on demand, all drawing fees, transfer fees, other administrative fees and all other usual and customary fees and transaction charges of the Agent, as the issuer in connection with letters of credit as described in such Letter of Credit, for the amount of each Letter of Credit Documents as in effect from time Payment under such Letter of Credit. Each Letter of Credit Payment shall be deemed to timebe a Floating Rate Loan by each Lender to the extent of funds delivered by such Lender to the Agent with respect to such Letter of Credit Payment and shall to such extent be deemed a Floating Rate Loan under and shall be evidenced by the Note of such Lender and shall be payable by the Borrower upon demand by the Agent. (fd) Borrower hereby agrees to pay to Agent on behalf of LendersEACH LENDER AGREES TO SEVERALLY INDEMNIFY THE AGENT, on demandAS THE ISSUER OF EACH LETTER OF CREDIT, letter of credit fees as follows: AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT AND AFFILIATES OF THE AGENT (iTO THE EXTENT NOT REIMBURSED BY THE BORROWER AND WITHOUT LIMITING THE OBLIGATION OF THE BORROWER TO DO SO), RATABLY ACCORDING TO THE PERCENTAGE SHARE OF SUCH LENDER AT THE TIME OF ISSUANCE OF SUCH LETTER OF CREDIT, FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND WHATSOEVER WHICH MAY AT ANY TIME (INCLUDING, WITHOUT LIMITATION, ANY TIME FOLLOWING THE PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT) for trade letters of creditBE IMPOSED ON, an annual fee equal to one percent INCURRED BY OR ASSERTED AGAINST THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR SUCH LETTER OF CREDIT OR ANY ACTION TAKEN OR OMITTED BY THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES UNDER OR IN CONNECTION WITH ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY LIABILITIES, CLAIMS, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS IMPOSED, INCURRED OR ASSERTED AS A RESULT OF THE NEGLIGENCE, WHETHER SOLE OR CONCURRENT, OF THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES; PROVIDED THAT NO LENDER (1%OTHER THAN THE AGENT AS THE ISSUER OF A LETTER OF CREDIT) of the face amount of the issued trade letters of creditSHALL BE LIABLE FOR THE PAYMENT OF ANY PORTION OF SUCH LIABILITIES, and (iiOBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING FROM THE GROSS NEGLIGENCE WHETHER SOLE OR CONCURRENT OR WILLFUL MISCONDUCT OF THE AGENT AS THE ISSUER OF A LETTER OF CREDIT. THE AGREEMENTS IN THIS SECTION 2.2(D) for standby letters of credit, an annual fee equal to two percent (2%) of the face amount of the issued standby letters of credit, such fees shall be payable quarterly in arrearsSHALL SURVIVE THE PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.

Letter of Credit Facility. On the basis of the representations, warranties and covenants this day made by Borrower in the Loan Documents and subject to satisfaction of the conditions herein set forth, Lender shall issue the Letters of Credit in favor of the Public Authorities pursuant to the facility schedule approved by Lender (the “Schedule”) and on the following terms and conditions: (a) From Lender agrees, subject to the terms and conditions of this Loan Agreement, to issue the Letters of Credit for the account of Borrower from time to time, so long as pursuant to the Schedule. The total aggregate amount of the Letters of Credit that Lender will issue shall not exceed One Hundred Fifty Thousand Dollars ($150,000). The obligation of Lender to issue any Letters of Credit under this Letter of Credit Facility shall expire on that date that is twenty-four (24) months from the date of this Loan Agreement, unless extended in writing by Lender in its sole discretion. The initial term of a Letter of Credit shall not exceed twenty-four (24) months and will be renewable automatically (but only if no Event of Default exists has occurred and so long remains uncured as after giving effect of the date of the renewal) for additional twelve (12) month periods to the issuance extent that the Public Authorities require the extension of the applicable Letter of Credit. In no event shall Lender be obligated to issue or extend a Letter of Credit that would expire after February 20, 2018. Each Letter of Credit will be issued for the benefit of the Public Authority to secure Borrower’s obligations to construct the Improvements required by the Public Authorities in connection with their approval of the Project. (b) Each request for a Letter of Credit must be made in writing by an authorized representative of Borrower and must be accompanied by an appropriately completed Letter of Credit Agreement in form acceptable to Lender in its sole discretion, executed by Borrower, which must be received by Lender not less than five (5) business days prior to the date on which the Letter of Credit is to be issued. The purpose, form, amount and term of each Letter of Credit shall be subject to Lender’s approval, in its sole discretion. (c) Borrower agrees to pay to Lender a non-refundable commission payable in advance on the date the Letter of Credit is issued or renewed and on each anniversary date of the Letter of Credit the aggregate outstanding Revolving Credit Loans do not exceed the Revolving Credit Commitment, the Agent, as issuer agrees to issue for the account of Borrower Letters of Credit, in form and substance satisfactory to Agent in accordance with its usual and customary practice. (b) The aggregate outstanding amount of all Letters of Credit issued pursuant hereto shall at no time exceed a face amount after such issuance or renewal equal to Three Million Dollars ($3,000,000). (c) The Letters of Credit issued pursuant hereto shall be governed by the terms of this Agreement and by the Letter of Credit Documents, signed or guaranteed or otherwise verified by Borrower in a manner satisfactory to Lenders at the time of the issuance, extension or renewal thereof. (d) Borrower hereby agrees to pay to Agent, as issuer a letter of credit fee equal to the customary fees charged by such issuer in connection with the issuance of Letters of Credit, payable upon issuance of each Letter of Credit. (e) Borrower hereby agrees to pay to Agent, as issuer, on demand, all drawing fees, transfer fees, other administrative fees and all other usual and customary fees and transaction charges of Agent, as issuer in connection with letters of credit as described in the Letter of Credit Documents as in effect from time to time. (f) Borrower hereby agrees to pay to Agent on behalf of Lenders, on demand, letter of credit fees as follows: (i) for trade letters of credit, an annual fee equal to one two percent (12.0%) of the face amount of the issued trade letters Letter of credit, Credit (the “Commission”) on each date. Borrower hereby irrevocably authorizes and directs Lender to automatically debit the Commission from Borrower’s operating account maintained with Lender on each date that the Commission is due. (iid) Borrower shall immediately reimburse Lender on demand for standby letters any drawings paid by Lender under a Letter of credit, an annual fee Credit. Borrower’s reimbursement obligations with respect to draws on a Letter of Credit shall bear interest at a rate equal to the non-default rate of interest then being charged Borrower under the Note plus two percent (2%) (computed for the actual number of the face amount days during which any Letter of the issued standby letters of credit, such fees Credit is drawn upon and Lender remains unreimbursed) which interest shall be payable quarterly on demand. Borrower’s reimbursement obligations shall, until paid, be treated as outstanding advances under the Loan, and shall be secured by the Deed of Trust. (e) Each request for a Letter of Credit shall identify the portion of the Project to which the Letter of Credit is attributable, be in arrearsthe form of a requisition, in form and substance satisfactory to and approved by Lender, and shall be accompanied by, and shall itself constitute, a certification by Borrower that all representations and warranties of Borrower and Guarantors in the Loan Documents remain true in all material respects as of the time of such request, and that no material adverse change in Borrower’s or any of Guarantor’s respective financial conditions has occurred since the immediately preceding issuance of a Letter of Credit. (f) In no event will Lender be required to issue any Letter of Credit hereunder, or otherwise, if (i) an event shall have occurred which, with the passage of time or the giving of notice, or both, could constitute an Event of Default under (A) the Loan Documents; or (B) any financing junior (or subordinate) to the Deed of Trust and the Note secured thereby; or (C) any loan document evidencing or securing any other loan from Lender to Borrower or to any of the Guarantors, or (ii) Lender at any time determines, in its sole discretion, that the proceeds of the Loans remaining to be advanced are insufficient to complete the Project in accordance with the plans and specifications.

Letter of Credit Facility. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue letters of credit (athe "Letters of Credit") From for the account of the Borrower and its Guarantor Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date (i) in an aggregate Available Amount for all Letters of Credit issued hereunder not to exceed at any time the Letter of Credit Facility at such time and (ii) in an Available Amount for each such Letter of Credit not to exceed the lesser of (1) the Letter of Credit Facility at such time minus the aggregate Available Amount of all other Letters of Credit then outstanding and (2) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the case of a Standby Letter of Credit, so long as no Event one year after the date of Default exists issuance thereof, but may by its terms be renewable annually upon notice (a "Notice of Renewal") given to the Issuing Bank that issued such Standby Letter of Credit and so long as the Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a "Notice of Termination") and (B) in the case of a Trade Letter of Credit, 90 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the issuance Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the aggregate outstanding Revolving Credit Loans do not exceed the Revolving Credit Commitmentlimits referred to above, the Agentso long as any Issuing Bank, as issuer agrees in its sole discretion, elects to issue for the account of Borrower Letters of Credit, in form and substance satisfactory to Agent in accordance with its usual and customary practice. (b) The aggregate outstanding amount of all Letters of Credit issued pursuant hereto shall at no time exceed a face amount equal to Three Million Dollars ($3,000,000). (c) The Letters of Credit issued pursuant hereto shall be governed by the terms of this Agreement and by the Letter of Credit Documents, signed or guaranteed or otherwise verified by Borrower in a manner satisfactory to Lenders at the time of the issuance, extension or renewal thereof. (d) Borrower hereby agrees to pay to Agent, as issuer a letter of credit fee equal to the customary fees charged by such issuer in connection with may request the issuance of Letters of CreditCredit under this Section 2.03(a), payable upon issuance of each Letter of Credit. (e) Borrower hereby agrees to pay to Agent, as issuer, on demand, all drawing fees, transfer fees, other administrative fees and all other usual and customary fees and transaction charges of Agent, as issuer in connection with letters of credit as described in the repay any Letter of Credit Documents as in effect Advances resulting from time drawings thereunder pursuant to timeSection 2.05 or 2.06 and request the issuance of additional Letters of Credit under this Section 2.03(a). (f) Borrower hereby agrees to pay to Agent on behalf of Lenders, on demand, letter of credit fees as follows: (i) for trade letters of credit, an annual fee equal to one percent (1%) of the face amount of the issued trade letters of credit, and (ii) for standby letters of credit, an annual fee equal to two percent (2%) of the face amount of the issued standby letters of credit, such fees shall be payable quarterly in arrears.

Letter of Credit Facility. 2.2.1. Issuance of Letters of Credit. Issuing Bank shall issue Letters of Credit from time to time until 30 days prior to the Termination Date (or until the Commitment Termination Date, if earlier), on the terms set forth herein, including the following: (a) From time to time, so long as no Event of Default exists and so long as after giving effect to the Each Borrower acknowledges that Issuing Bank’s issuance of the any Letter of Credit is conditioned upon Issuing Bank’s receipt of a LC Application with respect to the aggregate outstanding Revolving Credit Loans do not exceed the Revolving Credit Commitment, the Agent, as issuer agrees to issue for the account of Borrower Letters requested Letter of Credit, in form as well as such other instruments and substance agreements as Issuing Bank may customarily require for issuance of a letter of credit of similar type and amount. Issuing Bank shall have no obligation to issue any Letter of Credit unless (i) Issuing Bank receives a LC Request and LC Application at least three Business Days prior to the requested date of issuance; (ii) each LC Condition is satisfied; and (iii) if a Defaulting Lender exists, such Lender or Borrowers have entered into arrangements satisfactory to Agent and Issuing Bank to eliminate any Fronting Exposure associated with such Lender. If, in accordance with its usual and customary practicesufficient time to act, Issuing Bank receives written notice from Agent or Required Lenders that a LC Condition has not been satisfied, Issuing Bank shall not issue the requested Letter of Credit. Prior to receipt of any such notice, Issuing Bank shall not be deemed to have knowledge of any failure of LC Conditions. (b) The aggregate outstanding amount of all Letters of Credit issued pursuant hereto may be requested by Borrower Agent to support obligations incurred in the Ordinary Course of Business, or as otherwise approved by Agent. Increase, renewal or extension of a Letter of Credit shall at no time exceed be treated as issuance of a face amount equal to Three Million Dollars ($3,000,000)new Letter of Credit, except that Issuing Bank may require a new LC Application in its discretion. (c) The Letters Borrowers assume all risks of Credit issued pursuant hereto shall be governed by the terms acts, omissions or misuses of this Agreement and by the any Letter of Credit by the beneficiary. In connection with issuance of any Letter of Credit, none of Agent, Issuing Bank or any Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, signed quality, quantity, condition, packing, value or guaranteed delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or otherwise verified by Borrower legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a manner satisfactory to Lenders at the time Letter of the issuanceCredit or Documents; any deviation from instructions, extension delay, default or renewal thereof. (d) Borrower hereby agrees to pay to Agent, as issuer a letter of credit fee equal to the customary fees charged fraud by such issuer any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the issuance misapplication by a beneficiary of Letters any Letter of CreditCredit or the proceeds thereof; or any consequences arising from causes beyond the control of Issuing Bank, payable upon issuance Agent or any Lender, including any act or omission of a Governmental Authority. The rights and remedies of Issuing Bank under the Loan Documents shall be cumulative. Issuing Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against Borrowers are discharged with proceeds of any Letter of Credit. (ed) Borrower hereby agrees In connection with its administration of and enforcement of rights or remedies under any Letters of Credit or LC Documents, Issuing Bank shall be entitled to pay act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by Issuing Bank, in good faith, to Agentbe genuine and correct and to have been signed, as issuersent or made by a proper Person. Issuing Bank may consult with and employ legal counsel, on demandaccountants and other experts to advise it concerning its obligations, all drawing feesrights and remedies, transfer feesand shall be entitled to act upon, other administrative fees and all other usual shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. Issuing Bank may employ agents and customary fees and transaction charges of Agent, as issuer attorneys-in-fact in connection with letters of credit as described in the Letter any matter relating to Letters of Credit Documents as in effect from time to time. (f) Borrower hereby agrees to pay to Agent on behalf of Lenders, on demand, letter of credit fees as follows: (i) for trade letters of credit, an annual fee equal to one percent (1%) of the face amount of the issued trade letters of creditor LC Documents, and (ii) shall not be liable for standby letters the negligence or misconduct of credit, an annual fee equal to two percent (2%) of the face amount of the issued standby letters of credit, such fees shall be payable quarterly in arrearsagents and attorneys-in-fact selected with reasonable care.

Letter of Credit Facility. (a) From Upon the terms and conditions and ------------------------- relying on the representations and warranties contained in this Agreement, the Agent, as issuing bank for the Lenders, agrees from the date of this Agreement until the date which is thirty days prior to the Commitment Termination Date, to issue on behalf of the Lenders in their respective Percentage Shares Letters of Credit for the account of the Borrower and/or the benefit of any Subsidiary of the Borrower and to renew and extend such Letters of Credit. Letters of Credit shall be issued, renewed, or extended from time to timetime on any Business Day designated by the Borrower following the receipt in accordance with the terms hereof by the Agent of the written (or oral, so long confirmed promptly in writing) request by a Responsible Officer of the Borrower and a Letter of Credit Application. Letters of Credit shall be issued in such amounts as the Borrower may request; provided, however, that (i) no Event Letter of Default exists Credit shall have an expiration date which is more than 365 days after the issuance thereof or subsequent to Final Maturity, (ii) each automatically renewable Letter of Credit shall provide that it may be terminated by the Agent at its then current expiry date by not less than 30 days' written notice by the Agent to the beneficiary of such Letter of Credit, and so long as (iii) the Agent shall not be obligated to issue any Letter of Credit if (A) the face amount thereof would exceed the Available Commitment, or (B) after giving effect to the issuance of thereof, (B) the Letter of Credit L/C Exposure, when added to the aggregate outstanding Revolving Credit Loans do not Loan Balance then outstanding, would exceed the Revolving Credit CommitmentCommitment Amount, or (C) the AgentL/C Exposure would exceed $3,000,000, as issuer agrees other than with respect to issue for the account of Borrower Letters of Credit, in form required commodity and substance satisfactory to Agent in accordance with its usual and customary practiceinterest rate xxxxxx. (b) The aggregate outstanding amount Prior to any payment in respect of all Letters any Letter of Credit, each Lender shall be deemed to be a participant through the Agent with respect to the relevant Letter of Credit issued pursuant hereto shall at no time exceed a face in the obligation of the Agent, as the issuer of such Letter of Credit, in an amount equal to Three Million Dollars ($3,000,000the Percentage Share of such Lender of the maximum amount which is or at any time may become available to be drawn thereunder. Upon delivery by such Lender of funds requested pursuant to Section 2.2(c), such Lender shall be treated as having purchased a participating interest in an amount equal to such funds delivered by such Lender to the Agent in the obligation of the Borrower to reimburse the Agent, as the issuer of such Letter of Credit, for any amounts payable, paid, or incurred by the Agent, as the issuer of such Letter of Credit, with respect to such Letter of Credit. (c) The Letters of Credit issued pursuant hereto Each Lender shall be governed by unconditionally and irrevocably liable, without regard to the terms occurrence of this Agreement and by any Default or Event of Default, to the Letter extent of Credit Documents, signed or guaranteed or otherwise verified by Borrower in a manner satisfactory to Lenders the Percentage Share of such Lender at the time of the issuance, extension or renewal thereof. (d) Borrower hereby agrees to pay to Agent, as issuer a letter of credit fee equal to the customary fees charged by such issuer in connection with the issuance of Letters of Credit, payable upon issuance of each Letter of Credit. (e) Borrower hereby agrees , to pay to Agent, as issuerreimburse, on demand, all drawing fees, transfer fees, other administrative fees and all other usual and customary fees and transaction charges of the Agent, as the issuer in connection with letters of credit as described in such Letter of Credit, for the amount of each Letter of Credit Documents as Payment under such Letter of Credit. Each payment in effect from time to time. (f) Borrower hereby agrees to pay to Agent on behalf respect of Lenders, on demand, letter any Letter of credit fees as follows: (i) for trade letters of credit, an annual fee equal to one percent (1%) of the face amount of the issued trade letters of credit, and (ii) for standby letters of credit, an annual fee equal to two percent (2%) of the face amount of the issued standby letters of credit, such fees Credit shall be payable quarterly in arrearsdeemed to be a Floating Rate Loan by each Lender to the extent of funds delivered by such Lender to the Agent with respect to such payment and shall to such extent be deemed a Floating Rate Loan under and shall be evidenced by the Note of such Lender.

Letter of Credit Facility. (a) From Agent and Banks hereby agree to grant to Borrower a letter of credit facility (the "Letter of Credit Facility") under which Borrower may, from time to time, so long as no Event obtain standby letters of Default exists credit and so long as after giving effect commercial letters of credit from Bank (the "Letters of Credit" and individually a "Letter of Credit") in an aggregate amount not to exceed $500,000 outstanding at any one time (the issuance of the "Letter of Credit the aggregate outstanding Revolving Facility"). The Letters of Credit Loans do not exceed the Revolving Credit Commitment, the Agent, shall be in favor of such beneficiaries and for such purposes as issuer agrees to issue for the account an authorized representative of Borrower specifies, shall have such expiration dates as Agent and Borrower agree (provided that no Letters of CreditCredit shall have a term beyond September 30, 2000), and shall otherwise be in such form and substance satisfactory as Agent and Borrower agree. Borrower may be entitled to obtain Letters of Credit from Agent in accordance with its usual only if (i) Borrower is then entitled to obtain additional Loans from Agent pursuant to this Section 2.1 (a), and customary practice(ii) the other conditions of this Agreement have been satisfied as if Borrower was obtaining a Loan. (b) The aggregate outstanding amount of all Letters of Credit issued pursuant hereto shall at no time exceed a face amount equal to Three Million Dollars ($3,000,000). (c) The Letters of Credit issued pursuant hereto shall be governed by the terms of this Agreement and by the Letter of Credit Documents, signed or guaranteed or otherwise verified by Borrower in a manner satisfactory to Lenders at the time of the issuance, extension or renewal thereof. (d) Borrower hereby agrees to pay to AgentAgent for the pro-rata benefit of each Bank, as issuer a letter non-refundable fee of credit fee equal to one percent (1.00%) per annum of the customary fees charged by such issuer in connection with amount of each new standby Letter of Credit or each extension of the issuance expiration date of Letters a standby Letter of Credit. Borrower agrees to pay Agent for the pro-rata benefit of each Bank, a non-refundable fee for each new commercial Letter of Credit or each extension of a commercial Letter of Credit based upon Agent's Letter of Credit Fee Schedule to be delivered to Borrower from time to time. The fee shall be payable upon on or before the issuance of each Letter of Credit. (ec) Borrower hereby agrees Amounts equal to pay to Agent, as issuer, the then current face amount of all outstanding Letters of Credit will be reserved from Borrower's availability under the Facility. In the event that Agent pays any amount under or on demand, all drawing fees, transfer fees, other administrative fees and all other usual and customary fees and transaction charges account of Agent, as issuer in connection with letters a Letter of credit as described in Credit issued by it (the payment by Agent under or on account of the Letter of Credit Documents as being herein called a "Draw"), advances shall be made by Agent to Borrower from amounts available under the Facility in effect a total amount equal to the amount of such Draw. Such advances shall be evidenced by each Bank's Revolving Note in accordance with each Bank's Revolving Credit Commitment. Borrower hereby irrevocably requests that such advances be made from time the proceeds of the Notes and irrevocably authorizes Agent to timeapply the proceeds of such advances to immediately reimburse Agent for the amount of the Draws. (fd) The obligations of Borrower hereby to Agent and Banks under this Agreement with respect to the Letters of Credit shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of the Agreement, under all circumstances whatsoever. (e) Prior to the date of issuance of any Letter of Credit, Borrower agrees to pay execute a Letter of Credit Application for each Letter of Credit (the "Applications"). The obligations of Borrower with respect to Agent on behalf each Letter of Lenders, on demand, letter of credit fees as follows: (i) for trade letters of credit, an annual fee equal to one percent (1%) Credit shall include the terms of the face amount application for such Letter of the issued trade letters Credit and any other documentation executed between Agent and Borrower with respect to such Letters of credit, and (ii) for standby letters of credit, an annual fee equal to two percent (2%) of the face amount of the issued standby letters of credit, such fees shall be payable quarterly in arrearsCredit.

Letter of Credit Facility. (a) From Upon the terms and conditions and relying on the representations and warranties contained in this Agreement, the Agent, as issuing bank for the Lenders, agrees from the date of this Agreement until the date which is thirty days prior to the Commitment Termination Date, to issue on behalf of the Lenders in their respective Percentage Shares Letters of Credit for the account of the Borrower and/or any Co-Borrower and to renew and extend such Letters of Credit. Letters of Credit shall be issued, renewed, or extended from time to timetime on any Business Day designated by the Borrower or any Co-Borrower following the receipt in accordance with the terms hereof by the Agent of the written (or oral, so long confirmed promptly in writing) request by a Responsible Officer of the Borrower and/or any Co-Borrower therefor and a Letter of Credit Application. Letters of Credit shall be issued in such amounts as the Borrower or any Co-Borrower may request; provided, however, that (i) no Event Letter of Default exists Credit shall have an expiration date which is more than 365 days after the issuance thereof or subsequent to Final Maturity, (ii) each automatically renewable Letter of Credit shall provide that it may be terminated by the Agent at its then current expiry date by not less than 30 days' written notice by the Agent to the beneficiary of such Letter of Credit, and so long as (iii) the Agent shall not be obligated to issue any Letter of Credit if (A) the face amount thereof would exceed the Available Commitment, or (B) after giving effect to the issuance thereof, (I) the L/C Exposure, when added to the Loan Balance then outstanding, would exceed the lesser of the Letter of Credit Maximum Commitment Amount or the aggregate outstanding Revolving Credit Loans do not Borrowing Base, or (II) the L/C Exposure would exceed the Revolving Credit Commitment, the Agent, as issuer agrees to issue for the account of Borrower Letters of Credit, in form and substance satisfactory to Agent in accordance with its usual and customary practice$5,000,000. (b) The aggregate outstanding amount of all Letters Prior to any Letter of Credit issued pursuant hereto Payment in respect of any Letter of Credit, each Lender shall at no time exceed be deemed to be a face participant through the Agent with respect to the relevant Letter of Credit in the obligation of the Agent, as the issuer of such Letter of Credit, in an amount equal to Three Million Dollars ($3,000,000the Percentage Share of such Lender of the maximum amount which is or at any time may become available to be drawn thereunder. Upon delivery by such Lender of funds requested pursuant to Section 2.2(c), such Lender shall be treated as having purchased a participating interest in an amount equal to such funds delivered by such Lender to the Agent in the obligation of the Borrower to reimburse the Agent, as the issuer of such Letter of Credit, for any amounts payable, paid, or incurred by the Agent, as the issuer of such Letter of Credit, with respect to such Letter of Credit. (c) The Letters of Credit issued pursuant hereto Each Lender shall be governed by unconditionally and irrevocably liable, without regard to the terms occurrence of this Agreement and by any Default or Event of Default, to the Letter extent of Credit Documents, signed or guaranteed or otherwise verified by Borrower in a manner satisfactory to Lenders the Percentage Share of such Lender at the time of the issuance, extension or renewal thereof. (d) Borrower hereby agrees to pay to Agent, as issuer a letter of credit fee equal to the customary fees charged by such issuer in connection with the issuance of Letters of Credit, payable upon issuance of each Letter of Credit. (e) Borrower hereby agrees , to pay to Agent, as issuerreimburse, on demand, all drawing fees, transfer fees, other administrative fees and all other usual and customary fees and transaction charges of the Agent, as the issuer in connection with letters of credit as described in such Letter of Credit, for the amount of each Letter of Credit Documents as in effect from time Payment under such Letter of Credit. Each Letter of Credit Payment shall be deemed to time. (f) Borrower hereby agrees be a Floating Rate Loan by each Lender to pay the extent of funds delivered by such Lender to the Agent on behalf with respect to such Letter of Lenders, on demand, letter Credit Payment and shall to such extent be deemed a Floating Rate Loan under and shall be evidenced by the Note of credit fees as follows: (i) for trade letters of credit, an annual fee equal to one percent (1%) of the face amount of the issued trade letters of credit, such Lender and (ii) for standby letters of credit, an annual fee equal to two percent (2%) of the face amount of the issued standby letters of credit, such fees shall be payable quarterly in arrearsby the Borrower and the Co- Borrowers upon demand by the Agent.

Letter of Credit Facility. Subject to, and upon the terms and conditions, and in reliance upon the representations and warranties of Intermet set forth in this Agreement, each of the Domestic Lenders hereby establishes its Letter of Credit Commitment in favor of Intermet whereby the Domestic Lenders agree to purchase participation interests in an amount not to exceed such Domestic Lender's Letter of Credit Commitment in Workers Compensation Letters of Credit issued by the Agent on behalf of Intermet pursuant hereto. Intermet may request, in accordance with the provisions of this Section 4.01 and Section 4.02 and the other terms of this Agreement, that on and after the Closing Date but prior to the Final Maturity Date, the Agent issue a Workers Compensation Letter or Letters of Credit for the account of Intermet in support of certain contingent obligations of Intermet or its Subsidiaries relating to worker's compensation insurance; provided that the application for such Workers Compensation Letters of Credit issued by the Agent shall be in the form substantially identical to Exhibit D attached hereto, provided further that (ai) From time to no Workers Compensation Letter of Credit shall have an expiration date that is later than one year after the date of issuance thereof (provided that a Workers Compensation Letter of Credit may provide that it is extendible for consecutive one year periods); (ii) in no event shall any Workers Compensation Letter of Credit issued by the Agent have an expiration date (or be extended so that it will expire) later than the Final Maturity Date; (iii) no more than eight (8) Workers Compensation Letters of Credit issued by the Agent shall be outstanding hereunder at any one time; and (iv) Intermet shall not request that the Agent issue any Workers Compensation Letter of Credit, so long as no Event of Default exists and so long as if, after giving effect to such issuance, the issuance aggregate Workers Compensation Letter of Credit Obligations would exceed the Letter of Credit the aggregate outstanding Revolving Credit Loans do not exceed the Revolving Credit Commitment, the Agent, as issuer agrees to issue for the account of Borrower Letters of Credit, in form and substance satisfactory to Agent in accordance with its usual and customary practiceFacility. (b) The aggregate outstanding amount of all Letters of Credit issued pursuant hereto shall at no time exceed a face amount equal to Three Million Dollars ($3,000,000). (c) The Letters of Credit issued pursuant hereto shall be governed by the terms of this Agreement and by the Letter of Credit Documents, signed or guaranteed or otherwise verified by Borrower in a manner satisfactory to Lenders at the time of the issuance, extension or renewal thereof. (d) Borrower hereby agrees to pay to Agent, as issuer a letter of credit fee equal to the customary fees charged by such issuer in connection with the issuance of Letters of Credit, payable upon issuance of each Letter of Credit. (e) Borrower hereby agrees to pay to Agent, as issuer, on demand, all drawing fees, transfer fees, other administrative fees and all other usual and customary fees and transaction charges of Agent, as issuer in connection with letters of credit as described in the Letter of Credit Documents as in effect from time to time. (f) Borrower hereby agrees to pay to Agent on behalf of Lenders, on demand, letter of credit fees as follows: (i) for trade letters of credit, an annual fee equal to one percent (1%) of the face amount of the issued trade letters of credit, and (ii) for standby letters of credit, an annual fee equal to two percent (2%) of the face amount of the issued standby letters of credit, such fees shall be payable quarterly in arrears.

Letter of Credit Facility. SECTION 3.1 L/C Commitment. Subject to the terms and conditions hereof, the Issuing Lender agrees to issue commercial letters of credit and standby letters of credit (collectively, "Letters of Credit") for the account of either Borrower on any Business Day from the Closing Date to but not including the fifth (5th) Business Day prior to the Letter of Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if (a) From time to time, so long as no Event of Default exists and so long as after giving effect to such issuance, the issuance Dollar Amount of such L/C Obligations would exceed the Dollar Amount of the L/C Commitments or (b) prior to such issuance, (1)(i) in the case of a request for a Letter of Credit the aggregate outstanding Revolving Credit Loans do not exceed the Revolving Credit Commitmentby either Borrower in Dollars, the U.S. Borrower has not deposited with the Administrative Agent an amount in Dollars (or other liquid assets acceptable to the Administrative Agent (in its sole discretion) subject to the Administrative Agent, as issuer agrees 's standard advance rates or margin requirements for such liquid assets) equal to issue for the account of Borrower Letters of Credit, in form and substance satisfactory to Agent in accordance with its usual and customary practice. (b) The aggregate outstanding face amount of all Letters of Credit issued pursuant hereto shall at no time exceed a face amount equal to Three Million Dollars ($3,000,000). (c) The Letters of Credit issued pursuant hereto shall be governed by the terms of this Agreement and by the such Letter of Credit Documents, signed to be issued (the "Dollar L/C Deposit") or guaranteed or otherwise verified (ii) in the case of a request for a Letter of Credit by either Borrower in a manner satisfactory the Permitted Foreign L/C Currency, the U.S. Borrower has not deposited with the Administrative Agent an amount in Dollars (or other liquid assets acceptable to Lenders at the time of Administrative Agent (in its sole discretion) subject to the issuance, extension Administrative Agent's standard advance rates or renewal thereof. (dmargin requirements for such liquid assets) Borrower hereby agrees to pay to Agent, as issuer a letter of credit fee equal to the customary fees charged by such issuer in connection with the issuance Dollar Amount of Letters of Credit, payable upon issuance of each Letter of Credit. (e) Borrower hereby agrees to pay to Agent, as issuer, on demand, all drawing fees, transfer fees, other administrative fees one hundred and all other usual and customary fees and transaction charges of Agent, as issuer in connection with letters of credit as described in the Letter of Credit Documents as in effect from time to time. (f) Borrower hereby agrees to pay to Agent on behalf of Lenders, on demand, letter of credit fees as follows: (i) for trade letters of credit, an annual fee equal to one twenty percent (1120%) of the face amount of such Letter of Credit to be issued (the "Foreign L/C Deposit" and together with the Dollar L/C Deposit, the "L/C Deposit"). Each Letter of Credit shall (a) be denominated in either Dollars or a Permitted Foreign L/C Currency, (b) shall be in minimum amounts of $25,000 (or the Permitted Foreign L/C Currency Amount thereof with respect to any Letter of Credit denominated in a Permitted Foreign L/C Currency), or such lesser amount as agreed to by the Issuing Lender, (c) be a commercial letter of credit or standby letter of credit issued trade to support obligations of the applicable Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (d) expire on a date that is no later than the one-year anniversary of the Letter of Credit Maturity Date (or such later date as may be approved by the Issuing Lender in its sole and absolute discretion) and (e) be subject to the Uniform Customs (for commercial letters of credit, and ) and/or ISP98 (ii) for standby letters of credit), an annual fee equal as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to two percent (2%) the extent not inconsistent therewith, the laws of the face amount State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the issued standby letters Issuing Lender to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of creditCredit shall also include extensions or modifications of any outstanding Letters of Credit, such fees shall be payable quarterly in arrearsunless the context otherwise requires.

Letter of Credit Facility. (a) From 2.2.1 Issuance of Letters of Credit. Issuing Bank agrees to issue Letters of Credit from time to time, so long as no Event of Default exists and so long as after giving effect time until 30 days prior to the issuance of Revolver Termination Date (or until the Commitment Termination Date, if earlier), on the terms set forth herein, including the following: a. Each Borrower acknowledges that Issuing Bank's willingness to issue any Letter of Credit is conditioned upon Issuing Bank's receipt of a LC Application with respect to the aggregate outstanding Revolving Credit Loans do not exceed the Revolving Credit Commitment, the Agent, as issuer agrees to issue for the account of Borrower Letters requested Letter of Credit, in form as well as such other instruments and substance satisfactory to Agent in accordance with its usual and customary practice. (b) The aggregate outstanding amount agreements as Issuing Bank may customarily require for issuance of all Letters of Credit issued pursuant hereto shall at no time exceed a face amount equal to Three Million Dollars ($3,000,000). (c) The Letters of Credit issued pursuant hereto shall be governed by the terms of this Agreement and by the Letter of Credit Documents, signed or guaranteed or otherwise verified by Borrower in a manner satisfactory to Lenders at the time of the issuance, extension or renewal thereof. (d) Borrower hereby agrees to pay to Agent, as issuer a letter of credit fee equal of similar type and amount. Issuing Bank shall have no obligation to issue any Letter of Credit unless (i) Issuing Bank receives a LC Request and LC Application at least three Business Days prior to the customary fees charged requested date of issuance; (ii) each LC Condition is satisfied and (iii) if a Defaulting Lender exists, such Lender or Borrowers have entered into arrangements satisfactory to Agent and Issuing Bank to eliminate any funding risk associated with the Defaulting Lender. If Issuing Bank receives written notice from a Lender at least five Business Days before issuance of a Letter of Credit that any LC Condition has not been satisfied, Issuing Bank shall have no obligation to issue the requested Letter of Credit (or any other) until such notice is withdrawn in writing by that Lender or until Required Lenders have waived such issuer condition in accordance with this Agreement. Prior to receipt of any such notice, Issuing Bank shall not be deemed to have knowledge of any failure of LC Conditions. b. Letters of Credit may be requested by a Borrower only (i) to support obligations of such Borrower incurred in the Ordinary Course of Business; or (ii) for other purposes as Agent and Lenders may approve from time to time in writing. The renewal or extension of any Letter of Credit shall be treated as the issuance of a new Letter of Credit, except that delivery of a new LC Application shall be required at the discretion of Issuing Bank. c. Borrowers assume (solely as between Borrowers and Secured Parties) all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary thereof. In connection with issuance of any Letter of Credit, none of Agent, Issuing Bank or any Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a Letter of Credit or Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the issuance misapplication by a beneficiary of Letters any Letter of CreditCredit or the proceeds thereof; or any consequences arising from causes beyond the control of Issuing Bank, payable upon issuance Agent or any Lender, including any act or omission of a Governmental Authority. The rights and remedies of Issuing Bank under the Loan Documents shall be cumulative. Issuing Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against Borrowers are discharged with proceeds of any Letter of Credit. (e) Borrower hereby agrees d. In connection with its administration of and enforcement of rights or remedies under any Letters of Credit or LC Documents, Issuing Bank shall be entitled to pay act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by Issuing Bank, in good faith, to Agentbe genuine and correct and to have been signed, as issuersent or made by a proper Person. Issuing Bank may consult with and employ legal counsel, on demandaccountants and other experts to advise it concerning its obligations, all drawing feesrights and remedies, transfer feesand shall be entitled to act upon, other administrative fees and all other usual shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. Issuing Bank may employ agents and customary fees and transaction charges of Agent, as issuer attorneys-in-fact in connection with letters of credit as described in the Letter any matter relating to Letters of Credit Documents as in effect from time to time. (f) Borrower hereby agrees to pay to Agent on behalf of Lenders, on demand, letter of credit fees as follows: (i) for trade letters of credit, an annual fee equal to one percent (1%) of the face amount of the issued trade letters of creditor LC Documents, and (ii) shall not be liable for standby letters the negligence or misconduct of credit, an annual fee equal to two percent (2%) of the face amount of the issued standby letters of credit, such fees shall be payable quarterly in arrearsagents and attorneys-in-fact selected with reasonable care.

Letter of Credit Facility. (a) From Agent and Banks hereby agree to grant to Borrowers a letter of credit facility (the "Letter of Credit Facility") under which Borrowers may, from time to time, so long as no Event obtain standby letters of Default exists credit and so long as after giving effect commercial letters of credit from Bank (the "Letters of Credit" and individually a "Letter of Credit") in an aggregate amount not to exceed $500,000 outstanding at any one time (the issuance of the "Letter of Credit the aggregate outstanding Revolving Facility"). The Letters of Credit Loans do not exceed the Revolving Credit Commitment, the Agent, shall be in favor of such beneficiaries and for such purposes as issuer agrees to issue for the account an authorized representative of Borrower specifies, shall have such expiration dates as Agent and such Borrower agree (provided that no Letters of CreditCredit shall have a term beyond March 1, 1998), and shall otherwise be in such form and substance satisfactory as Agent and Borrowers agree. Borrowers may be entitled to obtain Letters of Credit from Agent in accordance with its usual only if (i) Borrowers are then entitled to obtain additional Loans from Agent pursuant to this Section 2.1 (a), and customary practice(ii) the other conditions of this Agreement have been satisfied as if Borrowers were obtaining a Loan. (b) The aggregate outstanding Borrowers agree to pay to Agent for the pro-rata benefit of each Bank, a non-refundable fee of one and one-half of one percent (1.5%) per annum of the amount of all Letters of Credit issued pursuant hereto shall at no time exceed a face amount equal to Three Million Dollars ($3,000,000). (c) The Letters of Credit issued pursuant hereto shall be governed by the terms of this Agreement and by the each new standby Letter of Credit Documents, signed or guaranteed or otherwise verified by Borrower in a manner satisfactory to Lenders at the time each extension of the issuance, extension or renewal thereof. (d) Borrower hereby agrees expiration date of a standby Letter of Credit. Borrowers agree to pay Agent for the pro-rata benefit of each Bank, a non-refundable fee for each new commercial Letter of Credit or each extension of a commercial Letter of Credit based upon Agent's Letter of Credit Fee Schedule to Agent, as issuer a letter of credit be delivered to Borrower from time to time. The fee equal to shall be payable on or before the customary fees charged by such issuer in connection with the issuance of Letters of Credit, payable upon issuance of each Letter of Credit. (ec) Borrower hereby agrees Amounts equal to pay to Agent, as issuer, the then current face amount of all outstanding Letters of Credit will be reserved from Borrowers' availability under the Facility. In the event that Agent pays any amount under or on demand, all drawing fees, transfer fees, other administrative fees and all other usual and customary fees and transaction charges account of Agent, as issuer in connection with letters a Letter of credit as described in Credit issued by it (the payment by Agent under or on account of the Letter of Credit Documents as being herein called a "Draw"), advances shall be made by Agent to Borrowers from amounts available under the Facility in effect a total amount equal to the amount of such Draw. Such advances shall be evidenced by each Bank's Revolving Note in accordance with each Bank's Revolving Credit Commitment. Borrowers hereby irrevocably request that such advances be made from time the proceeds of the Notes and irrevocably authorizes Agent to timeapply the proceeds of such advances to immediately reimburse Agent for the amount of the Draws. (d) The obligations of Borrowers to Agent and Banks under this Agreement with respect to the Letters of Credit shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of the Agreement, under all circumstances whatsoever. (e) Prior to the date of issuance of any Letter of Credit, Borrowers agree to execute a Letter of Credit Application for each Letter of Credit (the "Applications"). The obligations of Borrowers with respect to each Letter of Credit shall include the terms of the application for such Letter of Credit and any other documentation executed between Agent and Borrowers with respect to such Letters of Credit. (f) Borrower hereby agrees Notwithstanding any provision set forth to pay the contrary, Fountain Square will not be considered to Agent on behalf of Lenders, on demand, letter of credit fees as follows: (i) for trade letters of credit, an annual fee equal to be one percent (1%) of the face amount Banks under the Letter of the issued trade letters of credit, and (ii) for standby letters of credit, an annual fee equal to two percent (2%) of the face amount of the issued standby letters of credit, such fees shall be payable quarterly in arrearsCredit Facility.

Letter of Credit Facility. (a) From Upon the terms and conditions and relying on the representations and warranties contained in this Agreement, the Agent, as issuing bank for the Lenders, agrees from the date of this Agreement until the date which is thirty days prior to the Commitment Termination Date, to issue following the receipt, not less than three Business Days prior to the requested date for issuance of the relevant Letter of Credit, on behalf of the Lenders in their respective Percentage Shares Letters of Credit for the account of the Borrower and/or the benefit of any Subsidiary of the Borrower and to renew and extend such Letters of Credit. Letters of Credit shall be issued, renewed, or extended from time to timetime on any Business Day designated by the Borrower following the receipt in accordance with the terms hereof by the Agent of the written (or oral, so long confirmed promptly in writing) request by a Responsible Officer of the Borrower and a Letter of Credit Application. Letters of Credit shall be issued in such amounts as the Borrower may request; provided, however, that (i) no Event Letter of Default exists Credit shall have an expiration date which is more than 365 days after the issuance thereof or subsequent to Final Maturity, (ii) each automatically renewable Letter of Credit shall provide that it may be terminated by the Agent at its then current expiry date by not less than 30 days' written notice by the Agent to the beneficiary of such Letter of Credit, and so long as (iii) the Agent shall not be obligated to issue any Letter of Credit if (A) the face amount thereof would exceed the Available Commitment, or (B) after giving effect to the issuance of thereof, (B) the Letter of Credit L/C Exposure, when added to the aggregate outstanding Revolving Credit Loans do not Loan Balance then outstanding, would exceed the Revolving Credit CommitmentCommitment Amount, or (C) the AgentL/C Exposure would exceed $3,000,000, as issuer agrees other than with respect to issue for the account of Borrower Letters of Credit, in form required Commodity Hedge Agreements and substance satisfactory to Agent in accordance with its usual and customary practiceRate Management Transactions. (b) The aggregate outstanding amount Prior to any payment in respect of all Letters any Letter of Credit, each Lender shall be deemed to be a participant through the Agent with respect to the relevant Letter of Credit issued pursuant hereto shall at no time exceed a face in the obligation of the Agent, as the issuer of such Letter of Credit, in an amount equal to Three Million Dollars ($3,000,000the Percentage Share of such Lender of the maximum amount which is or at any time may become available to be drawn thereunder. Upon delivery by such Lender of funds requested pursuant to Section 2.2(c), such Lender shall be treated as having purchased a participating interest in an amount equal to such funds delivered by such Lender to the Agent in the obligation of the Borrower to reimburse the Agent, as the issuer of such Letter of Credit, for any amounts payable, paid, or incurred by the Agent, as the issuer of such Letter of Credit, with respect to such Letter of Credit. (c) The Letters of Credit issued pursuant hereto Each Lender shall be governed by unconditionally and irrevocably liable, without regard to the terms occurrence of this Agreement and by any Default or Event of Default, to the Letter extent of Credit Documents, signed or guaranteed or otherwise verified by Borrower in a manner satisfactory to Lenders the Percentage Share of such Lender at the time of the issuance, extension or renewal thereof. (d) Borrower hereby agrees to pay to Agent, as issuer a letter of credit fee equal to the customary fees charged by such issuer in connection with the issuance of Letters of Credit, payable upon issuance of each Letter of Credit. (e) Borrower hereby agrees , to pay to Agent, as issuerreimburse, on demand, all drawing fees, transfer fees, other administrative fees and all other usual and customary fees and transaction charges of the Agent, as the issuer in connection with letters of credit as described in such Letter of Credit, for the amount of each Letter of Credit Documents as in effect from time to timepayment under such Letter of Credit. (fd) Borrower hereby agrees to pay to Agent on behalf of LendersEACH LENDER AGREES TO SEVERALLY INDEMNIFY THE AGENT, on demandAS THE ISSUER OF EACH LETTER OF CREDIT, letter of credit fees as follows: AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT AND AFFILIATES OF THE AGENT (iTO THE EXTENT NOT REIMBURSED BY THE BORROWER AND WITHOUT LIMITING THE OBLIGATION OF THE BORROWER TO DO SO), RATABLY ACCORDING TO THE PERCENTAGE SHARE OF SUCH LENDER AT THE TIME OF ISSUANCE OF SUCH LETTER OF CREDIT, FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND WHATSOEVER WHICH MAY AT ANY TIME (INCLUDING, WITHOUT LIMITATION, ANY TIME FOLLOWING THE PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT) for trade letters of creditBE IMPOSED ON, an annual fee equal to one percent INCURRED BY OR ASSERTED AGAINST THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR SUCH LETTER OF CREDIT OR ANY ACTION TAKEN OR OMITTED BY THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES UNDER OR IN CONNECTION WITH ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY LIABILITIES, CLAIMS, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS IMPOSED, INCURRED OR ASSERTED AS A RESULT OF THE NEGLIGENCE, WHETHER SOLE OR CONCURRENT, OF THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES; PROVIDED THAT NO LENDER (1%OTHER THAN THE AGENT AS THE ISSUER OF A LETTER OF CREDIT) of the face amount of the issued trade letters of creditSHALL BE LIABLE FOR THE PAYMENT OF ANY PORTION OF SUCH LIABILITIES, and (iiOBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING FROM THE GROSS NEGLIGENCE WHETHER SOLE OR CONCURRENT OR WILLFUL MISCONDUCT OF THE AGENT AS THE ISSUER OF A LETTER OF CREDIT. THE AGREEMENTS IN THIS SECTION 2.2(D) for standby letters of credit, an annual fee equal to two percent (2%) of the face amount of the issued standby letters of credit, such fees shall be payable quarterly in arrearsSHALL SURVIVE THE PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.

Letter of Credit Facility. (a) From Upon Borrower's request therefor, Lender shall, from time to time, time so long as no Event of Default exists has occurred and so long is continuing as after giving effect to the issuance of the Letter such date of request, issue (i) standby Letters of Credit the aggregate outstanding Revolving Credit Loans do not exceed the Revolving Credit Commitment, the Agent, as issuer agrees to issue for the account of Borrower Letters of Credit, in form and substance satisfactory to Agent in accordance with its usual and customary practice. (b) The aggregate outstanding an amount of all Letters of Credit issued pursuant hereto shall at no time exceed a face amount equal up to Three Million Dollars ($3,000,000). (c) The Letters of Credit issued pursuant hereto shall be governed by the terms of this Agreement and by the Letter of Credit Documents, signed or guaranteed or otherwise verified by Borrower in a manner satisfactory to Lenders at the time of the issuance, extension or renewal thereof. (d) Borrower hereby agrees to pay to Agent, as issuer a letter of credit fee equal to the customary fees charged by such issuer in connection with the issuance of Letters of Credit, payable upon issuance of each Letter of Credit. (e) Borrower hereby agrees to pay to Agent, as issuer, on demand, all drawing fees, transfer fees, other administrative fees and all other usual and customary fees and transaction charges of Agent, as issuer in connection with letters of credit as described in the Letter of Credit Documents as in effect from time to time. (f) Borrower hereby agrees to pay to Agent on behalf of Lenders, on demand, letter of credit fees as follows: (i) for trade letters of credit, an annual fee equal to one percent (1%) of the face amount of the issued trade letters of credit4,000,000.00, and (ii) commercial Letters of Credit in an amount of up to $2,500,000.00, provided the aggregate amounts available to be drawn under such standby and commercial Letters of Credit (or actually drawn but not yet reimbursed by Borrower), together with the sum of all advances on account of the Revolving Credit Loan then outstanding, shall not exceed the sum of $12,000,000.00. Each such Letter of Credit issued by Lender for standby letters the account of credit, Borrower and unreimbursed drafts drawn thereunder shall reduce the amount available to Borrower on account of the Revolving Credit Loan in an annual fee amount equal to two percent the stated amount of such Letter of Credit so long as such Letter of Credit is outstanding or such draw unpaid. No Letter of Credit shall be issued by Lender for the account of Borrower which has an expiration date later than one (2%1) year after the termination date of the face Revolving Credit Loan described in Paragraph 3(B)(5) above. Upon payment by Lender under any Letter of Credit, any amount so paid shall be immediately due and payable by Borrower and Lender shall have the right to effect payment thereof, together with the payment of any standard commissions, fees, expenses and charges, immediately by a charge to Borrower's operating account maintained with Lender. Unless and until such charge to Borrower's operating account is made by Lender, the unreimbursed amount of the issued standby letters any drawn Letter of credit, such fees Credit shall be payable quarterly considered an advance on account of the Revolving Credit Loan to satisfy Borrower's reimbursement obligation to Lender which shall bear interest at the default rate prescribed in arrearsParagraph 3G above until paid in full by Borrower. Lender shall charge Borrower its then-prevailing standard commissions and fees for the issuance of such Letters of Credit. In the event that Borrower desires either a standby or a commercial Letter of Credit (subject to the dollar amount limitations set forth above), the documentation thereof shall consist of Lender's standard forms therefor and Borrower specifically acknowledges that (i) the reimbursement obligation of Borrower and any commission or fee on account of such Letters of Credit shall be included in the Obligations; and (ii) the occurrence of an Event of Default hereunder shall constitute a default under the documentation relating to such Letters of Credit and shall entitle Lender to exercise its rights thereunder with respect to such default.".

Letter of Credit Facility. On the basis of the representations, warranties and covenants this day made by Borrower in the Loan Documents and subject to satisfaction of the conditions herein set forth, Lender shall issue the Letters of Credit in favor of the Public Authorities pursuant to the facility schedule approved by Lender (the “Schedule”) and on the following terms and conditions: (a) From The Lender agrees, subject to the terms and conditions of this Loan Agreement, to issue the Letters of Credit for the account of the Borrower from time to time, so long as pursuant to the Schedule. The total aggregate amount of the Letters of Credit that the Lender will issue shall not exceed Two Million Nine Hundred Fifty Thousand Dollars ($2,950,000). The obligation of the Lender to issue any Letters of Credit under this Letter of Credit Facility shall expire on that date that is twenty-four (24) months from the date of this Loan Agreement, unless extended in writing by Lender in its sole discretion. The initial term of a Letter of Credit shall not exceed twenty-four (24) months and will be renewable automatically (but only if no Event of Default exists has occurred and so long remains uncured as after giving effect of the date of the renewal) for additional twelve (12) month periods to the issuance extent that the Public Authorities require the extension of the applicable Letter of Credit. In no event shall the Lender be obligated to issue or extend a Letter of Credit the aggregate outstanding Revolving that would expire after May 8, 2016. Each Letter of Credit Loans do not exceed the Revolving Credit Commitment, the Agent, as issuer agrees to issue will be issued for the account benefit of Borrower Letters the Public Authority to secure the Borrower’s obligations to construct the Improvements required by the Public Authorities in connection with their approval of Credit, in form and substance satisfactory to Agent in accordance with its usual and customary practicethe Project. (b) The aggregate outstanding amount of all Letters Each request for a Letter of Credit issued pursuant hereto must be made in writing by an authorized representative of Borrower and must be accompanied by an appropriately completed Letter of Credit Agreement in form acceptable to Lender in its sole discretion, executed by the Borrower, which must be received by the Lender not less than five (5) business days prior to the date on which the Letter of Credit is to be issued. The purpose, form, amount and term of each Letter of Credit shall at no time exceed a face amount equal be subject to Three Million Dollars ($3,000,000)the Lender’s approval, in its sole discretion. (c) The Letters of Credit issued pursuant hereto shall be governed by Borrower agrees to pay to the terms of this Agreement and by Lender a non-refundable commission payable in advance on the date the Letter of Credit Documents, signed is issued or guaranteed or otherwise verified by Borrower in a manner satisfactory to Lenders at the time renewed and on each anniversary date of the issuance, extension or renewal thereof. (d) Borrower hereby agrees to pay to Agent, as issuer a letter of credit fee equal to the customary fees charged by such issuer in connection with the issuance of Letters of Credit, payable upon issuance of each Letter of Credit. (e) Borrower hereby agrees to pay to Agent, as issuer, on demand, all drawing fees, transfer fees, other administrative fees and all other usual and customary fees and transaction charges of Agent, as issuer in connection with letters of credit as described in the Letter of Credit Documents as in effect from time to time. (f) Borrower hereby agrees to pay to Agent on behalf of Lenders, on demand, letter of credit fees as follows: (i) for trade letters of credit, an annual fee equal to one percent (1%) of the face amount of the issued trade letters of credit, and (ii) for standby letters of credit, an annual fee after such issuance or renewal equal to two percent (2%) of per annum, based on the face amount of the issued standby letters Letter of creditCredit on each date. The Borrower shall immediately reimburse the Lender on demand for any drawings paid by the Lender under a Letter of Credit. The Borrower’s reimbursement obligations with respect to a Letter of Credit shall bear interest at a per annum rate equal to the non-default rate of interest then being charged Borrower under the Note plus three percent (3%) per annum (computed for the actual number of days during which any Letter of Credit is drawn upon and the Lender remains unreimbursed), such fees which interest shall be payable quarterly on demand. The Borrower’s reimbursement obligations shall, until paid, be treated as outstanding advances under the Loan, and shall be secured by the Deed of Trust. (d) Each request for a Letter of Credit shall identify the portion of the Project to which the Letter of Credit is attributable, be in arrearsthe form of a requisition, in form and substance satisfactory to and approved by Lender, and shall be accompanied by, and shall itself constitute, a certification by Borrower that all representations and warranties of Borrower and Guarantors in the Loan Documents remain true in all material respects as of the time of such request, and that no material adverse change in Borrower’s or any of the Guarantor’s respective financial conditions has occurred since the immediately preceding issuance of a Letter of Credit. It is anticipated that the initial issuance of the Letters of Credit will provide bond for two parcels of land adjoining the Land retained by the Seller for development and construction of a retail property (the “Retail Parcels”). Borrower shall use its best efforts to obtain a subdivision amendment to remove the Retail Parcels from the subdivision plans for the Project to insure that the Letters of Credit are not posted as bonds for the Seller’s obligations to the Public Authorities with respect to the Retail Parcels. (e) In no event will Lender be required to issue any Letter of Credit hereunder, or otherwise, if (i) an event shall have occurred which, with the passage of time or the giving of notice, or both, could constitute an Event of Default under (A) the Loan Documents; or (B) any financing junior (or subordinate) to the Deed of Trust and the Note secured thereby; or (C) any loan document evidencing or securing any other loan from Lender to Borrower or to any of the Guarantors, or (ii) Lender at any time determines, in its sole discretion, that the proceeds of the Loans remaining to be advanced are insufficient to complete the Project in accordance with the plans and specifications.

Letter of Credit Facility. (a) From As may be requested from time to time, so long as no Event of Default exists time by Borrower hereunder and so long as after giving effect subject to the issuance terms and conditions hereof, Administrative Agent, shall either cause to be issued or the Letter of Credit Issuer will issue standby letters of credit and commercial (documentary) letters of credit for the account of Borrower from time to time from the Effective Date to the date notice of termination of the Aggregate Revolving Loan Facility is effective or termination of the Letter of Credit Facility is effective, but only if the aggregate outstanding Revolving Letter of Credit Loans do Exposure will not as a result of such issuance exceed the Revolving Credit Commitment, the Agent, as issuer agrees to issue for the account lesser of Borrower Letters of Credit, in form and substance satisfactory to Agent in accordance with its usual and customary practice. (bi) The aggregate outstanding amount of all Letters of Credit issued pursuant hereto shall at no time exceed a face amount equal to Three Five Million Dollars ($3,000,0005,000,000) and (ii) an amount equal to the difference between (a) the lesser of the Aggregate Revolving Loan Facility and the Borrowing Base, and (b) the sum of (I) the Aggregate Revolving Loan, (II) the Swingline Loan, (III) the Floorplan Shortfall, and (IV) the amount of the Other Creditor Indebtedness (unless an Intercreditor Agreement has been executed between Administrative Agent and the holder of such Other Intercreditor Indebtedness). (c) . The Existing Letters of Credit are deemed to be Letters of Credit and deemed to be issued pursuant hereto shall be governed by the terms of this Agreement and by under the Letter of Credit Documents, signed or guaranteed or otherwise verified by Borrower in a manner satisfactory to Lenders at the time of the issuance, extension or renewal thereof. (d) Borrower hereby agrees to pay to Agent, as issuer a letter of credit fee equal to the customary fees charged by such issuer in connection with Facility. Immediately upon the issuance of Letters a Letter of Credit in accordance with the terms and conditions hereof, Administrative Agent or Letter of Credit Issuer, as the case may be, shall be deemed to have sold and transferred to each other Lender, and such other Lender shall be deemed to have purchased and received from Administrative Agent or Letter of Credit Issuer, as the case may be, a pro rata undivided interest and participation in such Letter of Credit, payable upon issuance the reimbursement obligation of each Letter of Credit. Borrower with respect thereto, and any guaranty thereof or collateral therefor. Each Lender's (e) Borrower hereby agrees to pay to Agent, as issuer, on demand, all drawing fees, transfer fees, other administrative fees and all other usual and customary fees and transaction charges of Agent, as issuer in connection with letters of credit as described in including the Letter of Credit Documents Issuer's) pro-rata undivided interest shall be the same as in effect from time its pro-rata share of the Aggregate Revolving Loan Facility. Subject to time. (f) Borrower hereby agrees to pay to Agent on behalf the terms and conditions below, the expiration date of Lenders, on demand, letter any Letter of credit fees as follows: Credit will not be later than the earlier of (i) for trade letters of credit, an annual fee equal to one percent (1%) the first anniversary of the face amount date of the issued trade letters of creditissuance, and (ii) for standby letters of credit, an annual fee equal a Business Day that is not later than the date which is 25 days prior to two percent (2%) the earliest to occur of the face amount Termination Date, the date of termination of the Aggregate Revolving Loan Facility or the date of termination of the Letter of Credit Facility if any such notice of termination has been previously given; provided, however, that the expiration date for a Letter of Credit may be later than such date if Letter of Credit Issuer (if applicable) and Administrative Agent each consent to such issuance and Borrower provides to Administrative Agent or the Letter of Credit Issuer at the time of issuance cash collateral satisfactory to Letter of Credit Issuer and Administrative Agent as security for Borrower's obligation to reimburse Administrative Agent or the Letter of Credit Issuer, as the case may be, for 105% of all draws and expenses thereunder ("Cash Collateral"). The Cash Collateral is a part of the Collateral. Borrower also agrees that if a Letter of Credit has been issued standby letters and the Aggregate Revolving Loan Facility is subsequently terminated or the Letter of creditCredit Facility is subsequently terminated or a Termination Date will occur so that the expiry of such Letter of Credit(s) is beyond the effective date of the termination of the Aggregate Revolving Loan Facility or beyond the effective date of termination of the Letter of Credit Facility or beyond the Termination Date, whichever is earliest, then Borrower shall, on or before five Business Days prior to the effective date of such fees termination or the Termination Date, whichever is earlier, provide Administrative Agent or Letter of Credit Issuer, as the case may be, with Cash Collateral. Administrative Agent and the Lenders shall be payable quarterly entitled to make one or more Revolving Loans to provide Cash Collateral if Borrower does not timely provide Cash Collateral and all such Revolving Loans shall be a part of the Loan Obligations secured by the Collateral. Administrative Agent or the Letter of Credit Issuer, as the case may be, shall hold Cash Collateral for the benefit of the Lenders and Administrative Agent as security for the Letters of Credit and the other Loan Obligations in arrearsan account in its respective name at the Letter of Credit Issuer or such other financial institution as Administrative Agent may select in its reasonable discretion.

Letter of Credit Facility. (a) From time Upon the terms and conditions (including the right of the Lender to timedecline to issue, renew or extend any such Letter of Credit so long as no Event of Default exists and so long as after giving effect any condition to the issuance issuance, renewal or extension of the such Letter of Credit set forth in Section 3.3 has not been satisfied) and relying on the aggregate outstanding Revolving Credit Loans do not exceed the Revolving Credit Commitmentrepresentations and warranties contained in this Agreement, the AgentLender agrees, as issuer agrees from the date of this Agreement until the date which is 30 days prior to the Commitment Termination Date, to issue Letters of Credit under the Facility for the account of the Borrower or any Subsidiary of the Borrower which is a Guarantor and to renew and extend such Letters of Credit. Such Letters of Credit shall be issued, in form and substance satisfactory renewed or extended from time to Agent time on any Business Day designated by the Borrower following the receipt in accordance with its usual the terms hereof by the Lender of the written (or oral, confirmed promptly in writing) request by a Responsible Officer of the Borrower therefor and customary practicea Letter of Credit Application. Such Letters of Credit shall be issued in such amounts as the Borrower may request; provided, however, that (i) no Letter of Credit shall have any expiry date which is more than one year after the date of issuance, renewal or extension thereof, although Letters of Credit with an expiry date of one year after the date of issuance, renewal or extension may provide for automatic one year extensions absent prior written notice of non-extension of the relevant Letter of Credit from the Lender to the beneficiary of such Letter of Credit at least the required period of time prior to the expiry of such Letter of Credit provided in such Letter of Credit, (ii) notwithstanding the provisions of the immediately preceding clause (i), no such Letter of Credit shall have an expiration date which is less than five Business Days prior to the Commitment Termination Date, (iii) the Loan Balance plus the L/C Exposure, including that under any then requested Letter of Credit to be issued under the Facility, shall not exceed at any time the Revolving Commitment Amount, (iv) the L/C Exposure, including that under any then requested Letter of Credit to be issued under the Facility, shall not exceed at any time the L/C Sublimit and (iii) no such Letter of Credit shall be issued in an amount less than $10,000. (b) The aggregate outstanding amount of all Letters of Credit issued pursuant hereto shall at no time exceed a face amount equal to Three Million Dollars ($3,000,000). (c) The Letters of Credit issued pursuant hereto shall be governed by the terms of this Agreement and by the Letter of Credit Documents, signed or guaranteed or otherwise verified by Borrower in a manner satisfactory to Lenders at the time of In connection with the issuance, renewal or extension or renewal thereof. (d) by the Lender of any Letter of Credit, the Borrower hereby agrees to shall pay to Agent, as issuer the Lender a letter of credit fee in an amount equal to the customary fees charged greater of (i) the face amount of such Letter of Credit multiplied by (i) three and one quarter percent (3.25%) per annum or (ii) eight and one quarter percent (8.25%) per annum while there exists an Event of Default, in either case calculated on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last day), on the amount of the L/C Exposure under such issuer Letter of Credit and for the period for which such Letter of Credit is issued or renewed or extended and remains outstanding or (ii) $500. Such fee with respect to each Letter of Credit shall be payable quarterly in connection with arrears commencing on the issuance date which is 90 days after the date of Letters issuance, renewal or extension of the relevant Letter of Credit. The Lender shall not have any obligation to refund any portion of any such fee upon early cancellation of the relevant Letter of Credit. The Borrower also agrees to pay on demand to the Lender its customary letter of credit transaction fees and expenses, including amendment fees, payable upon issuance of with respect to each Letter of Credit. (ec) The Borrower hereby agrees to pay to Agentthat the Lender shall not be responsible for, as issuernor shall the Obligations be affected by, on demandamong other things, all drawing fees, transfer fees, other administrative fees and all other usual and customary fees and transaction charges (i) the validity or genuineness of Agent, as issuer documents or any endorsements thereon presented in connection with letters any Letter of credit Credit, even if such documents shall in fact prove to be in any and all respects invalid, fraudulent or forged, so long as described in the Lender has no actual knowledge of any such invalidity, lack of genuineness, fraud or forgery prior to the presentment for payment of a corresponding Letter of Credit Documents or any draft thereunder or (ii) any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other Person to which any Letter of Credit may be transferred, or any claims whatsoever of the Borrower against any beneficiary of any Letter of Credit or any such transferee. The Borrower further acknowledges and agrees that the Lender shall be liable to the Borrower to the extent, but only to the extent, of any direct, as opposed to consequential or punitive, damages suffered by the Borrower as a result of the willful misconduct or gross negligence of the Lender in effect from time determining whether documents presented under a Letter of Credit complied with the terms of such Letter of Credit that resulted in either a wrongful payment under such Letter of Credit or a wrongful dishonor of a claim or draft properly presented under such Letter of Credit. In the absence of gross negligence or willful misconduct by the Lender, the Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit. The Lender and the Borrower agree that any action taken or omitted by the Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding as among the Lender and the Borrower and shall not put the Lender under any liability to timethe Borrower. (fd) Unless the Borrower hereby agrees provides to the Lender funds sufficient to allow the Lender to pay any drawing by a beneficiary under a Letter of Credit prior to Agent on behalf the Lender being obligated to pay the relevant drawing under a Letter of LendersCredit, on demand, letter the Lender shall make a Letter of credit fees as follows:Credit Payment in payment of such drawing. (ie) for trade letters Each Letter of credit, an annual fee equal Credit Payment shall be deemed to one percent (1%) of be a Base Rate Loan by the face amount of Lender under and shall be evidenced by the issued trade letters of credit, Note and (ii) for standby letters of credit, an annual fee equal to two percent (2%) of the face amount of the issued standby letters of credit, such fees shall be payable quarterly in arrearsby the Borrower upon demand by the Lender.

Letter of Credit Facility. (a) From time Borrower is authorized to time, so long as no Event utilize the Loan for the purpose of Default exists and so long as after giving effect to obtaining the issuance of one or more letter(s) of credit by Lender, up to an aggregate amount of Seven Million Dollars ($7,000,000) for use in Borrower's business operations. Upon issuance of any letter of credit and continuing until the cancellation or termination thereof, Lender shall reserve the amount of the letter of credit from the Loan proceeds, which reserved amount shall not be available for other Borrower draws or advances, whether or not any claim is actually made against the letter of credit. Any amount reserved for a letter of credit facility shall not bear interest unless and until any amounts are drawn thereon and then only to the extent of said draws. In addition to any fees assessed under the Letter of Credit the aggregate outstanding Revolving Credit Loans do not exceed the Revolving Credit Commitment, the Agent, as issuer agrees Reimbursement Agreement to issue for the account of Borrower Letters of Credit, in form and substance satisfactory to Agent in accordance with its usual and customary practice. (b) The aggregate outstanding amount of all Letters of Credit issued pursuant hereto shall at no time exceed a face amount equal to Three Million Dollars ($3,000,000). (c) The Letters of Credit issued pursuant hereto shall be governed by the terms of this Agreement and by the Letter of Credit Documents, signed or guaranteed or otherwise verified executed by Borrower in a manner satisfactory to Lenders at the time with issuance of the issuanceany letter of credit, extension or renewal thereof. (d) Borrower hereby agrees to shall pay to Agent, as issuer Lender a fee upon the issuance of any letter of credit fee equal to the customary fees charged by such issuer in connection with the issuance of Letters of Credit, payable upon issuance of each Letter of Credit. (e) Borrower hereby agrees to pay to Agent, as issuer, on demand, all drawing fees, transfer fees, other administrative fees and all other usual and customary fees and transaction charges of Agent, as issuer in connection with letters of credit as described in the Letter of Credit Documents as in effect from time to time. (f) Borrower hereby agrees to pay to Agent on behalf of Lenders, on demand, letter of credit fees which shall be calculated as follows: (ia) for trade letters of credit, an annual fee equal to one percent (1%) If Borrower has fulfilled all of the face amount Tier I financial covenants set forth in Section 5.15 of this Agreement for the issued trade letters of creditimmediately preceding quarter, and (ii) for standby letters of credit, an annual Borrower shall pay a fee equal to two percent (2%) per annum of the face amount of said letter of credit. (b) If Borrower has failed to fulfill all of the issued standby letters Tier I financial covenants set forth in Section 5.15 of this Agreement for the immediately preceding quarter, Borrower shall pay a fee equal to four and one-half percent (4.5%) per annum of the amount of said letter of credit. (c) If, having received the preferential pricing of the letter of credit issuance fee, Borrower thereafter fails to maintain compliance with all Tier I financial covenants set forth in Section 5.15 of this Agreement in any future quarter during the term of the letter of credit, Borrower shall pay an additional fee of two and one-half percent (2.5%) per annum of the amount of said letter of credit. The maturity of any letter of credit issued pursuant to this Section 2.6 may extend at the election of Borrower up to ninety (90) days beyond the maturity date of the Loan. However, any such fees extension shall be payable quarterly not effect any extension upon any other obligation or other covenant under taken by Borrower in arrearsthe Loan Documents, except as specifically set forth in those certain documents executed concurrently with the issuance of the letter of credit.

Letter of Credit Facility. 2.2.1. Issuance of Letters of Credit. Issuing Bank shall issue Letters of Credit from time to time until 30 days prior to the Revolver Termination Date (or until the Commitment Termination Date, if earlier), on the terms set forth herein, including the following: (a) From time to time, so long as no Event of Default exists and so long as after giving effect to the Each Borrower acknowledges that Issuing Bank’s issuance of the any Letter of Credit is conditioned upon Issuing Bank’s receipt of a LC Application with respect to the aggregate outstanding Revolving Credit Loans do not exceed the Revolving Credit Commitment, the Agent, as issuer agrees to issue for the account of Borrower Letters requested Letter of Credit, in form as well as such other instruments and substance agreements as Issuing Bank may customarily require for issuance of a letter of credit of similar type and amount. Issuing Bank shall have no obligation to issue any Letter of Credit unless (i) Issuing Bank receives a LC Request and LC Application at least three Business Days prior to the requested date of issuance; (ii) each LC Condition is satisfied; and (iii) if a Defaulting Lender exists, such Lender or Borrowers have entered into arrangements satisfactory to Agent and Issuing Bank to eliminate any Fronting Exposure associated with such Lender. If, in accordance with its usual and customary practicesufficient time to act, Issuing Bank receives written notice from Agent or Required Lenders that a LC Condition has not been satisfied, Issuing Bank shall not issue the requested Letter of Credit. Prior to receipt of any such notice, Issuing Bank shall not be deemed to have knowledge of any failure of LC Conditions. (b) The aggregate outstanding amount of all Letters of Credit issued pursuant hereto may be requested by a Borrower to support obligations incurred in the Ordinary Course of Business, or as otherwise approved by Agent. Increase, renewal or extension of a Letter of Credit shall at no time exceed be treated as issuance of a face amount equal to Three Million Dollars ($3,000,000)new Letter of Credit, except that Issuing Bank may require a new LC Application in its discretion. (c) The Letters Borrowers assume all risks of Credit issued pursuant hereto shall be governed by the terms acts, omissions or misuses of this Agreement and by the any Letter of Credit by the beneficiary. In connection with issuance of any Letter of Credit, none of Agent, Issuing Bank or any Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, signed quality, quantity, condition, packing, value or guaranteed delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or otherwise verified by Borrower legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a manner satisfactory to Lenders at the time Letter of the issuanceCredit or Documents; any deviation from instructions, extension delay, default or renewal thereof. (d) Borrower hereby agrees to pay to Agent, as issuer a letter of credit fee equal to the customary fees charged fraud by such issuer any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the issuance misapplication by a beneficiary of Letters any Letter of CreditCredit or the proceeds thereof; or any consequences arising from causes beyond the control of Issuing Bank, payable upon issuance Agent or any Lender, including any act or omission of a Governmental Authority. The rights and remedies of Issuing Bank under the Loan Documents shall be cumulative. Issuing Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against Borrowers are discharged with proceeds of any Letter of Credit. (ed) Borrower hereby agrees In connection with its administration of and enforcement of rights or remedies under any Letters of Credit or LC Documents, Issuing Bank shall be entitled to pay act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by Issuing Bank, in good faith, to Agentbe genuine and correct and to have been signed, as issuersent or made by a proper Person. Issuing Bank may consult with and employ legal counsel, on demandaccountants and other experts to advise it concerning its obligations, all drawing feesrights and remedies, transfer feesand shall be entitled to act upon, other administrative fees and all other usual shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. Issuing Bank may employ agents and customary fees and transaction charges of Agent, as issuer attorneys-in-fact in connection with letters any matter relating to Letters of credit as described in Credit or LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care. (e) By their execution of this Agreement, the parties hereto agree that on the Closing Date (without any further action by any Person), the Existing Letter of Credit Documents as in effect from time shall be deemed to time. (f) Borrower hereby agrees to pay to Agent on behalf of Lenders, on demand, letter of credit fees as follows: (i) for trade letters of credit, an annual fee equal to one percent (1%) have been issued under this Agreement and the rights and obligations of the face amount of Issuing Bank and the issued trade letters of credit, and (ii) for standby letters of credit, an annual fee equal to two percent (2%) of the face amount of the issued standby letters of credit, such fees account party thereunder shall be payable quarterly in arrearssubject to the terms hereof.

Letter of Credit Facility. (a) From Subject to the terms and conditions contained herein, Borrower shall have the right from time to time, so long as no Event of Default exists and so long as after giving effect time prior to the issuance of the Letter Maturity Date to obtain from Lender one or more Letters of Credit the aggregate outstanding Revolving Credit Loans do not exceed the Revolving Credit Commitment, the Agent, as issuer agrees to issue for the account of Borrower Letters in such amounts and in favor of such beneficiaries as Borrower from time to time shall request; provided, that in no event shall Lender have any obligation to issue any Letter of Credit if (i) the face amount of such Letter of Credit, plus the other Letter of Credit Liabilities at such time, would exceed $2,000,000.00, (ii) such Letter of Credit would have an expiry date beyond the earlier to occur of (1) the scheduled Maturity Date, and (2) one year after the issuance date of such Letter of Credit, (iii) such Letter of Credit is not in a form and substance does not contain terms satisfactory to Agent Lender in accordance its discretion, (iv) Borrower has not executed and delivered such Applications and other instruments and agreements relating to such Letter of Credit as Lender shall have reasonably requested, (v) any Default or Event of Default has occurred and is continuing, or (vi) such Letter of Credit is not being issued or has not been issued to a landlord of a real property location leased by Borrower in connection with its usual and customary practiceBorrower obtaining a Collateral Access Agreement in favor of Lender from such landlord. (b) The aggregate outstanding Each Letter of Credit will be issued for the account of Borrower, and Borrower shall have full liability for each Letter of Credit. Borrower promises to pay to the order of Lender the amount of all Letters Letter of Credit issued pursuant hereto Advances. Each Letter of Credit Advance shall be considered for all purposes as a demand obligation owing by Borrower to Lender, and each Letter of Credit Advance shall bear interest from the date thereof at no the Default Rate, without notice of presentment, demand, protest or other formalities of any kind (said past due interest on such Letter of Credit Advance being payable on demand). To effect repayment of any such Letter of Credit Advance, Lender, at its sole option, shall be entitled to satisfy such Letter of Credit Advance simultaneously with or at any time exceed thereafter that such Letter of Credit Advance remains unpaid by Borrower (subject to the terms and conditions herein) by making a face amount Loan if (A) Availability will be equal to Three Million Dollars or greater than zero after giving effect to such Loan and the resulting repayment of such Letter of Credit Advance to be contemporaneously paid with the proceeds of such Loan, and ($3,000,000)B) no Default or Event of Default shall have occurred which is then continuing. Lender’s unwillingness to make such a Loan or the unavailability of a Loan to effect repayment of any such Letter of Credit Advance in accordance with the preceding sentence shall not in any way whatsoever affect Borrower's obligation to pay each Letter of Credit Advance on demand and to pay interest at the Default Rate on the amount of such unreimbursed Letter of Credit Advance. (c) The Letters In consideration of Credit issued pursuant hereto shall be governed by the terms issuance of this Agreement and by each Letter of Credit, Borrower agrees to pay to Lender a per annum letter of credit fee (computed on the basis of the actual number of days elapsed in a year composed of 360 days) in an amount equal to the product of (A) the Applicable Margin for LIBOR Borrowings for the applicable period of time from the date of issuance until the expiry date of the applicable Letter of Credit Documentstimes (B) the original face amount of such Letter of Credit, signed or guaranteed or otherwise verified by Borrower such letter of credit fee to be payable quarterly in a manner satisfactory to Lenders at arrears for such Letter of Credit, commencing on the time date three (3) months after the issuance date of the issuance, extension or renewal thereofsuch Letter of Credit. (d) In addition to the fees payable under the immediately preceding paragraph, Borrower hereby agrees to pay to AgentLender customary and reasonable fronting fees and any and all other issuance, as issuer a letter of credit fee equal to the administrative, amendment, negotiation, payment and other normal, customary and reasonable fees which are charged by such issuer Lender in connection with the issuance or negotiation of Letters any of Letter of Credit and the presentation or payment of any draw under any such Letter of Credit, with all of such amounts being due and payable to Lender upon issuance of each Letter of Creditdemand. (e) Borrower hereby agrees to pay to Agent, as issuer, on demand, all drawing fees, transfer fees, other administrative fees and all other usual and customary fees and transaction charges of Agent, as issuer in connection with letters of credit as described in the Letter of Credit Documents as in effect from time to time. (f) Borrower hereby agrees to pay to Agent on behalf of Lenders, on demand, letter of credit fees as follows: (i) for trade letters of credit, an annual fee equal to one percent (1%) of the face amount of the issued trade letters of credit, and (ii) for standby letters of credit, an annual fee equal to two percent (2%) of the face amount of the issued standby letters of credit, such fees shall be payable quarterly in arrears.