Common use of Letter of Credit Subfeature Clause in Contracts

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00"). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Five Million Dollars ($15,000,000.005,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five sixty (365360) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may first debit the Collection Account (as defined below), and if there are insufficient funds therein, may then debit any other deposit account maintained by Borrower with Bank Bank, for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Five Hundred Thousand Dollars ($15,000,000.00500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixtyThree Hundred Sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of CreditCredit and Subfeature, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue sight commercial and standby letters of credit for the account of Borrower or Smart(Europe), respectively, to finance working capital and business requirements (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter ; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall be issued for a term not to at any time exceed three hundred sixty-five Four Million Dollars (365) days, as designated by Borrower; provided however, that no $4,000,000.00). No Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit for the account of Borrower shall be reserved under the Line of Credit and the undrawn amount of all Letters of Credit for the account of Smart(Europe) shall be reserved under the Subfeature and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit or Subfeature, as applicable, and shall be repaid by Borrower or Smart(Europe), in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit or Subfacility, as applicable, are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Bank shall so notify Borrower or Smart(Europe), as applicable, and Borrower or Smart(Europe) shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by BorrowerBorrower or Smart(Europe), at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and or standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen the sum of (i) Four Million and 00/100 Dollars ($15,000,000.00)4,000,000.00) plus (ii) Seven Hundred Thousand Dollars ($700,000.00) which (A) shall be solely for the issuance of the Existing Indian Letters of Credit, (B) the Bank hereby agree shall be deemed to be the Dollar Equivalent Amount for the Existing Indian Letters of Credit (unless the Lender in its commercially reasonable discretion determines that the Dollar Equivalent Amount exceeds $700,000.00, in which case such amount shall be revised to the Dollar Equivalent Amount reasonably determined by the Lender by providing the Borrower with written notice of such revised Dollar Equivalent Amount) and (C) shall only be available to the Borrower until such time as the Existing Indian Letters of Credit shall have expired or terminated at which time, such amount shall automatically be reduced to $0.00 without further action by the Borrower or the Lender. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretiondiscretion and shall be subject to the additional terms of the Letter of Credit agreements, applications, and any related documents required by Bank in connection with the issuance thereof (each a “Letter of Credit Agreement”). Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have be issued with, nor shall Bank be required to renew or (if applicable) allow automatic renewal of any Letter of Credit so that it will have, an expiration date more than one hundred twenty (120) days beyond that is subsequent to the maturity date of the Line of Credit; and provided, further, that no Existing Indian Letters of Credit shall be amended, extended or renewed unless agreed to by Bank in its sole and absolute discretion. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereofAgreements. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.”

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a "New Letter of Credit"; the Existing Letter of Credit and each New Letter of Credit are herein referred to individually as a “Letter of Credit” and collectively, “collectively as "Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen One Million and No/100 Dollars ($15,000,000.001,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have be issued with, nor shall Bank be required to renew or (if applicable) allow automatic renewal of any Letter of Credit so that it will have, an expiration date more than one hundred twenty (120) days beyond that is subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereofthereof (each, a “Letter of Credit Agreement”). Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and or standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Eight Million Five Hundred Ten Thousand and 00/100 Dollars ($15,000,000.008,510,000.00); provided further, that such Letter of Credit aggregate sublimit amount shall be reduced to Six Million Five Hundred Ten Thousand and 00/100 Dollars ($6,510,000.00) upon the earlier to occur of: (i) return of that certain Letter of Credit issued to Axis Bank by the Lender for the account of Borrower (No. IS0030337U), or (i) August [10], 2014. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretiondiscretion and shall be subject to the additional terms of the Letter of Credit agreements, applications, and any related documents required by Bank in connection with the issuance thereof (each a “Letter of Credit Agreement”). Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) daysthe maturity date of the Line of Credit; provided, as designated by Borrower; provided howeverfurther, that no Letter of Credit shall have be issued with, nor shall Bank be required to renew or (if applicable) allow automatic renewal of any Letter of Credit so that it will have, an expiration date more than one hundred twenty (120) days beyond that is subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereofAgreements. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.”

Letter of Credit Subfeature. As a subfeature under the Line of --------------------------- Credit, Bank agrees from time to time during the term thereof up to and including May 31, 1997, to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower and for purposes deemed acceptable by Bank (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Two Hundred Fifty Thousand Dollars ($250,000.00). Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five sixty (365360) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Continuing Standby Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Five Hundred Thousand Dollars ($15,000,000.00500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Five Million Dollars ($15,000,000.005,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that (i) subject to the following clause (ii), any Letter of Credit with an initial term not exceeding three hundred sixty-five (365) days may provide, upon Borrower’s request and at Bank’s discretion, for its automatic renewal for additional periods not exceeding three hundred sixty-five (365) days and (ii) no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Five Million Dollars ($15,000,000.005,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond the maturity date of the Line of Creditsubsequent to December 1, 2005. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a "New Letter of Credit"; the Existing Letter of Credit and each New Letter of Credit are herein referred to individually as a “Letter of Credit” and collectively, “collectively as "Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen One Million and No/100 Dollars ($15,000,000.001,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three seven hundred sixty-five thirty (365730) days, as designated by Borrower; provided however, that no Letter of Credit shall be issued with, nor shall Bank be required to renew or (if applicable) allow automatic renewal of any Letter of Credit so that it will have, an expiration date that is subsequent to the maturity date of the Line of Credit (with any such Letter of Credit with an expiration date subsequent to the maturity of the Line of Credit to be referred to as an “Extended Date Letter of Credit”) unless Borrower, not less than ninety (90) days prior to the maturity date of the Line of Credit, provides Bank with cash collateral (which may be in addition to or, if agreed by Bank, may be a replacement for, such other collateral that may have been granted by Borrower to Bank, pursuant to this Agreement or otherwise), consisting of a deposit account maintained by Borrower with Bank in an amount that is not less than one hundred five percent (105%) of the undrawn amount of such Extended Date Letter of Credit, as evidenced by and subject to the security agreements and other documents as Bank shall reasonably require, all in form and substance satisfactory to Bank; and provided further, that in no event shall any Extended Date Letter of Credit have a then current expiration date more than one three hundred twenty sixty-five (120365) days beyond the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereofthereof (each, a “Letter of Credit Agreement”). Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby, sight commercial and standby or usance commercial letters of credit for the account of Borrower to finance the backing of imports and exports (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit plus the face amount of all outstanding drafts created under usance commercial Letter of Credit (“Usance Drafts”), shall not at any time exceed Fifteen Five Million Dollars ($15,000,000.005,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit and the face amount of all outstanding Usance Drafts shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the variable Daily One Month LIBOR-based rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing. Notwithstanding the foregoing, usance commercial Letters of Credit shall contain such provisions and be issued in such manner for such purpose as to satisfy Bank that any bankers’ acceptance created by Bank’s acceptance of a draft thereunder shall be eligible for discount by a Federal Reserve Bank, will not result in a liability of Bank subject to reserve requirements under any law, regulation or administrative order, and will not cause Bank to violate any lending limit imposed upon Bank by any law, regulation or administrative order. Usance commercial Letters of Credit shall provide for drafts thereunder with terms which do not exceed the lesser of 90 days or such other period of time as may be necessary for the acceptance created thereunder to be eligible for discount and otherwise comply with this Agreement; provided however, that no usance commercial Letter of Credit shall provide for drafts with a term which ends subsequent to the maturity of the Line of Credit The amount of each matured Usance Draft shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if the Line of Credit is not available, for any reason whatsoever, at the time any such acceptance matures, or if advances are not available under the Line of Credit at such time due to any limitation on borrowings set forth herein, then Borrower shall immediately pay to Bank the full amount of such Usance Draft, together with interest thereon from the date such acceptance matures and is honored by Bank to the date such amount is fully paid by Borrower, at the variable Daily One Month LIBOR-based rate of interest applicable to advances under the Line of Credit. In such event, Borrower agrees that Bank, at Bank’s sole discretion, may debit Borrower’s deposit account with Bank for the amount of any such Usance Draft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); ): provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Two Million Dollars ($15,000,000.002,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Ten Million Dollars ($15,000,000.0010,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of CreditRevolving Loan, Bank agrees from time to time during the term thereof to issue or cause an affiliate Affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Ten Million Dollars ($15,000,000.0010,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit Revolving Loan and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications applications, and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit Revolving Loan and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit Revolving Loan are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of CreditRevolving Loan. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing. Upon the occurrence of the Revolving Loan Maturity Date, or the termination of the Revolving Loan if earlier, the Borrower shall thereupon pay the Bank in immediately available funds as additional cash collateral security for the repayment of any outstanding Letters of Credit, the sum equal to the aggregate undrawn amount of all such outstanding Letters of Credit, together with any other unpaid obligations owing to the Bank with respect to such Letters of Credit. Such cash collateral security shall be held in a segregated interest bearing account maintained with the Bank and Bank may apply any such amounts at any time or from time to time to the outstanding obligations of the Borrower to the Bank as the Bank may determine in its discretion. Borrower hereby acknowledges that an Existing Letter of Credit (as herein defined) has been issued in connection with the Existing Credit Agreement and the same shall hereinafter be deemed to be a “Letter of Credit” issued pursuant to and subject to the terms of this Agreement. As used herein, the term “Existing Letter of Credit” shall mean the following: (i) Letter of Credit Xx. XXX000000 issued June 18, 2009 to Showa Leasing Co., LTD for the account of Borrower to benefit Borrower’s Subsidiary, Proto Labs, Limited (f/k/a The Protomold Company Limited (“Proto Labs Ltd.”).

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby Commercial/Standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Two Million Dollars ($15,000,000.002,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during the term thereof up to and including December 11, 1999, issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (eacheach such letter of credit and each letter of credit issued by the Bank for the account of Borrower or one of its Subsidiaries under the Prior Agreement which is outstanding on the date hereof, a “Letter of Credit” Credit and collectively, “Letters of Credit”Credit ); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars the difference between ($15,000,000.00). The form and substance a) the Line, minus (b) the aggregate unpaid principal amount of each all Loans, minus (c) the amount of all drawings under any Letter of Credit shall be subject to approval by Bank, in its sole discretionfor which Bank has not been reimbursed. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration expiry subsequent to December 11, 1999 or 366 or more days after the issuance date; provided Borrower may request that Bank issue Letters of Credit having an expiry after December 11, 1999 or an expiry 366 or more days after the issuance date more than one hundred twenty (120) days beyond ( Extended Expiry LC ), if the maturity date undrawn amount of such Extended Expiry LC plus the Line of Credit. The aggregate undrawn amount of all Letters of Credit shall be reserved under other Extended Expiry LCs does not exceed an amount equal to the Line of Credit and shall not be available for borrowings thereunderaggregate amount on deposit in the Collateral Accounts. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided provided, however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank s sole discretion, discretion may debit any account maintained by Collateral Account or Borrower s deposit accounts with Bank for the amount of such draft. If at any time prior to December 12, 1998 the sum of (a) the aggregate unpaid principal of the Loans, plus (b) the aggregate undrawn amount of all outstanding Letters of Credit exceeds the Line, Borrower shall immediately pay to Bank the amount of such drawingexcess, together with accrued, unpaid interest on the amount of such excess. If at any time after December 12, 1998 the aggregate undrawn amount of all Extended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts, Borrower shall immediately deliver to Bank, for deposit into a Collateral Account, an amount in cash equal to such excess. Letters of Credit shall be priced at a rate of 1.00% per annum of the face amount of the Letter of Credit, which fee is due and payable on issuance of the Letters of Credit.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower to finance working capital and/or commercial letters of credit for the account of Borrower to finance Borrower's inventory purchases (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen One Million Dollars ($15,000,000.001,000,000.00). , The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty ninety (12090) days beyond the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and or standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Five Million Three Hundred and Forty-Four Thousand Two Hundred Ninety-Three and 00/100 Dollars ($15,000,000.005,344,293), provided that, from and after the earlier of (a) the date that is 30 days after the Sixth Amendment Effective Date and (b) the cancellation of the Terminating Letter of Credit, such undrawn amount shall not exceed the aggregate principal amount of Three Million and 00/100 Dollars ($3,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretiondiscretion and shall be subject to the additional terms of the Letter of Credit agreements, applications, and any related documents required by Bank in connection with the issuance thereof (each a “Letter of Credit Agreement”). Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) daysthe maturity date of the Line of Credit; provided, as designated by Borrower; provided howeverfurther, that no Letter of Credit shall have be issued with, nor shall Bank be required to renew or (if applicable) allow automatic renewal of any Letter of Credit so that it will have, an expiration date more than one hundred twenty (120) days beyond that is subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereofAgreements. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.. (d)

Letter of Credit Subfeature. As a subfeature under the Line of Credit, --------------------------- Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower to finance inventory purchases (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, which forms shall be substantially as set forth in Exhibits B and C; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Four Million Dollars ($4,000,000.00). Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account the following demand deposit accounts maintained by Borrower with Bank for the amount of any such drawingdraft: 4038-148870, 4038-148953, 4038-148912, and 4038-148995, or if there are insufficient funds for such purpose in said accounts, any other demand deposit account maintained by Borrower with Bank.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during up to and including the term thereof to Termination Date, issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (eacheach such letter of credit and each letter of credit issued by Bank for the account of Borrower or one of its Subsidiaries under the Prior Agreement which is outstanding on the date hereof, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars the difference between ($15,000,000.00). The form and substance a) the Line, minus (b) the aggregate unpaid principal amount of each all Loans, minus (c) the amount of all drawings under any Letter of Credit shall be subject to approval by Bank, in its sole discretionfor which Bank has not been reimbursed. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration expiry subsequent to December 11, 2001 or 366 or more days after the issuance date; provided Borrower may request that Bank issue Letters of Credit having an expiry after December 11, 2001 or an expiry 366 or more days after the issuance date more than one hundred twenty (120"Extended Expiry LC"), if (a) days beyond such Extended Expiry LC does not have an expiry subsequent to June 11, 2003, (b) the maturity date undrawn amount of such Extended Expiry LC plus the Line of Credit. The aggregate undrawn amount of all Letters other Extended Expiry LCs does not exceed $350,000 and (c) an amount equal to the undrawn amount of Credit shall be reserved under such Extended Expiry LC plus the Line aggregate undrawn amount of Credit and shall not be available for borrowings thereunderall other Extended Expiry LCs is on deposit in the Collateral Account. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided provided, however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any account maintained by Borrower Collateral Account or Borrower's deposit accounts with Bank for the amount of such draft. If at any time prior to the Termination Date the sum of (a) the aggregate unpaid principal of the Loans, plus (b) the aggregate undrawn amount of all outstanding Letters of Credit exceeds the Line, Borrower shall immediately pay to Bank the amount of such drawingexcess, together with accrued, unpaid interest on the amount of such excess. If at any time after the Termination Date the aggregate undrawn amount of all Extended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts, at Bank's request, Borrower shall immediately deliver to Bank, for deposit into a Collateral Account, an amount in cash up to, but not to exceed, the amount the aggregate undrawn amount of all the Extended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts at such time. Letters of Credit shall be priced at a rate of 1.50% per annum of the face amount of the Letter of Credit, which fee is due and payable on issuance of the Letters of Credit.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during the term thereof up to and including August 31, 1998, issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion4,000,000. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided , provided, however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond the maturity date of the Line of Creditsubsequent to August 31, 1998. The undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue commercial or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower to finance the importation of inventory, to support "Subsidiaries" (as defined below), to finance "Leveraged Acquisitions" (as defined below) and for general corporate purposes (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit including all Letters of Credit issued in connection with Leveraged Acquisitions shall not at any time exceed Ten Million and No/100 Dollars ($10,000,000.00). Each commercial Letter of Credit shall be issued for a term not to exceed three one hundred sixty-five eighty (365180) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty ninety (12090) days beyond the maturity date of the Line of Credit. The undrawn amount of all outstanding Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower to finance Borrower's working capital requirements (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Two Million Five Hundred Thousand Dollars ($2,500,000.00). Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five sixty (365360) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “"Subfeature Letter of Credit” " and collectively, “"Subfeature Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Subfeature Letters of Credit shall not at any time exceed Fifteen Fifty Million Dollars ($15,000,000.0050,000,000.00). The form and substance of each Subfeature Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Subfeature Letter of Credit shall be issued for a an initial term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no if Borrower requests that Bank issue a Subfeature Letter of Credit shall have an hereunder with a final expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit, such Subfeature Letter of Credit shall provide for automatic renewals of the expiration date thereof (up to the final expiration date thereof, to be agreed upon by Bank and Borrower) subject to Bank’s right to prevent any such renewal from occurring by sending notice to that effect to the beneficiary not less than 60 days prior to the initial (or any extended) expiration date. The undrawn amount of all Subfeature Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Subfeature Letter of Credit shall be subject to the additional terms and conditions of the Standby Letter of Credit agreements, Agreement previously executed by Borrower and of applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Subfeature Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing. In the event that any Subfeature Letters of Credit remain outstanding on the maturity date of the Line of Credit (and the Line of Credit has not been renewed or extended), Borrower shall on demand by Bank deliver to Bank cash or cash equivalents acceptable to Bank, to be maintained in an account at Bank, in the aggregate amount then available to be drawn under such outstanding Subfeature Letter of Credit (plus the amount drawn and not yet reimbursed under Subfeature Letters of Credit) in which Bank is granted a possessory security interest of first priority.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower to support obligations to GSC Industries LLC, seller of Rotocast (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter ; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall be issued for a term not to at any time exceed three hundred sixty-five Two Million Eight Hundred Thousand Dollars (365) days, as designated by Borrower; provided however, that no $2,800,000.00). No Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond the maturity date of the Line of CreditFebruary 1, 2003. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line --------------------------- of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and sight commercial and standby letters of credit for the account of Borrower PhotoWorks, Inc. to finance general working capital purposes and media costs (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Six Million Dollars ($6,000,000.00) for sight commercial letters of credit and Five Million Dollars ($5,000,000.00) for standby letters of credit. Each Letter of Credit shall be issued for a term not to exceed three one hundred sixty-five eighty (365180) days, as designated by BorrowerPhotoWorks, Inc.; provided however, that no sight commercial Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit and that no standby Letter of Credit shall have an expiration dated more than one hundred twenty ninety (12090) days beyond the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower PhotoWorks, Inc. in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower PhotoWorks, Inc. shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by BorrowerPhotoWorks, Inc., at the rate of interest applicable to advances under the Line of Credit. In such event Borrower PhotoWorks, Inc. agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft."

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed One Million Dollars ($1,000,000.00). Each Letter of Credit shall be issued for a term not to exceed three hundred sixtyseven hundred-five twenty (365720) days, as designated by BorrowerXxxxxxxx; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements") . Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower Xxxxxxxx agrees that that' Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue sight commercial and or standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that Bank shall have no obligation to issue a Letter of Credit if any of the aggregate undrawn following would result after giving effect to the requested Letter of Credit: (i) the Letter of Credit Usage would exceed the Borrowing Base less the then extant amount of all outstanding Letters Advances, or (ii) the Letter of Credit shall not at any time Usage would exceed Fifteen Million Dollars $10,000,000, or ($15,000,000.00)iii) the Letter of Credit Usage would exceed the Maximum Line of Credit Amount less the then extant amount of outstanding Advances. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each commercial Letter of Credit shall be issued for a term not to exceed three one hundred sixty-five eighty (365180) days, as designated by Borrower; provided provided, however, that no commercial Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond the maturity date of subsequent to the Line of CreditCredit Termination Date. The undrawn amount of all Letters Each standby Letter of Credit shall be reserved under issued for a term not to exceed twelve (12) months, as designated by Borrower; provided, however, that no standby Letter of Credit shall have an expiration date subsequent to the Line of Credit and shall not be available for borrowings thereunderTermination Date. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance Advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided provided, however, that if advances Advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing. All Prior Letters of Credit which are outstanding as of the date hereof shall be deemed “Letters of Credit” hereunder.

Letter of Credit Subfeature. As a subfeature under the Line of Creditrevolving credit facility created by this Agreement, Bank agrees may from time to time during up to and including seven days prior to the term thereof to Maturity Date, issue or cause an affiliate to issue commercial and standby letters Letters of credit Credit for the account of Borrower (each, each a “"Letter of Credit” " and collectively, “the "Letters of Credit”"); provided howeverhowever that (a) the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion, that and (b) the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00)1,000,000. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of CreditMaturity Date. The undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which Bank has not been reimbursed shall be reserved under the Line of Credit revolving credit facility and shall not be available for borrowings Loans thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit a Loan and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesAgreement; provided however, that if advances under the Line of Credit are a Loan is not available, available for any reason, reason whatsoever at the time any drawing draft is paidpaid by Bank, or, if Loans are not then available in such amount due to any limitation on borrowing set forth in this Agreement, then Borrower shall immediately pay to Bank the full amount drawnof such draft shall immediately be due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances Loans under the Line of CreditNote. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of such draft. Borrower shall pay Bank commissions for issuing the Letters of Credit (calculated separately for each Letter of Credit) in an amount equal to the greater of (i) two percent (2%) per annum on the maximum face amount of the Letter of Credit, or (ii) $400. Such commissions shall be payable prior to the issuance of each Letter of Credit and thereafter on each anniversary date of such issuance while such Letter of Credit is outstanding. Borrower shall pay Bank a $60 amendment fee for the amendment of any such drawingLetter of Credit which is payable at the time of amendment.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower to finance Borrower’s and its Material Subsidiaries’ working capital requirements (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.0015,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) 365 days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all issued Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereofthereof (collectively, the “Letter of Credit Documents”). Each drawing paid under a Letter of Credit shall be deemed an advance a Revolving Advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Revolving Advances; provided however, that if advances Revolving Advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances Revolving Advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during the term thereof up to and including August 31, 2001, issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion4,000,000. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided , provided, however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond the maturity date of the Line of Creditsubsequent to August 31, 2001. The undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen One Million Dollars ($15,000,000.001,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-sixty five (365) days, as designated by Borrower; provided however, that no Borrower (subject to automatic renewal). If a Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond is outstanding after the maturity date term of the Line of CreditCredit (or after acceleration by Bank pursuant to the terms hereof), Borrower will cash collateralize the undrawn amount of such Letter of Credit in an amount equal to one hundred five percent (105%) of such undrawn amount. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.”

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit (denominated in an Approved Currency) for the account of Borrower (each, a “"Subfeature Letter of Credit” " and collectively, “"Subfeature Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters Line of Credit Exposure shall not at any time exceed Fifteen Million Dollars ($15,000,000.00)the Line of Credit Commitment Amount. The form and substance of each Subfeature Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Subfeature Letter of Credit shall be issued for a an initial term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no if Borrower requests that Bank issue a Subfeature Letter of Credit shall have an hereunder with a final expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit, such Subfeature Letter of Credit shall provide for automatic renewals of the expiration date thereof (up to the final expiration date thereof, to be agreed upon by Bank and Borrower) subject to Bank’s right to prevent any such renewal from occurring by sending notice to that effect to the beneficiary not less than 60 days prior to the initial (or any extended) expiration date. The undrawn amount of all Subfeature Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Subfeature Letter of Credit shall be subject to the additional terms and conditions of the Standby Letter of Credit agreements, Agreement previously executed by Borrower and of applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Subfeature Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing. In the event that any Subfeature Letters of Credit remain outstanding on the maturity date of the Line of Credit (and the Line of Credit has not been renewed or extended), Borrower shall on demand by Bank deliver to Bank cash or cash equivalents acceptable to Bank, to be maintained in an account at Bank (including at its Cayman Islands Branch) to be maintained separate and apart from any account which secures the Letter of Credit Line (the “Line of Credit Cash Collateral Account”), in the aggregate Dollar Equivalent Amount then available to be drawn under such outstanding Subfeature Letter of Credit (plus the amount drawn and not yet reimbursed under Subfeature Letters of Credit) in which Bank is granted a possessory security interest of first priority.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and/or sight commercial and standby letters of credit denominated in Dollars and Alternative Currencies for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00"). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole reasonable discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. The amount reserved for each Alternative Currency denominated Letter of Credit shall be the most recent Dollar Equivalent Amount of such Letter of Credit as determined at least once each calendar week. Each Letter of Credit shall also be subject to the additional terms and conditions of the that certain Amended and Restated Letter of Credit agreementsAgreement dated as of the date hereof between Bank and Borrower (as the same may be amended from time to time the “LC Agreement”), applications each application for the issuance of a Letter of Credit (an “LC Application”), and any related documents required by Bank in connection with the issuance thereof. If the terms or conditions of the LC Agreement or any LC Application or any related document required by Bank in connection with the issuance of a Letter of Credit contradict any terms or conditions in this Agreement, the terms and conditions in this Agreement will control. Each drawing paid under a Letter of Credit by Bank shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided provided, however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawnso paid, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawingdrawing and such interest. Borrower hereby affirms its obligations to Bank in connection with standby letter of credit number NWS604166 previously issued by Bank for the account of Borrower and for the benefit of Pacific Employers Insurance Company and under the application for such letter of credit, which letter of credit is outstanding on the date hereof and shall be deemed included in the definition of Letter of Credit set forth herein and be subject to the terms hereof and the LC Agreement.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit issued by Bank or its affiliates for the account of Borrower shall not at any time exceed Fifteen One Million Dollars ($15,000,000.001,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no if on the Maturity Date (or the effective date of any termination of this Agreement) there are any outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to at least one hundred five percent (105%) of the face amount of any such Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond Credit, plus all interest, fees and costs due or to become due in connection therewith to secure the maturity date of the Line obligations related to such Letter of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Creditrevolving credit facility created by this Agreement, Bank agrees Lender may from time to time during up to and including seven days prior to the term thereof to Maturity Date, issue or cause an affiliate to issue commercial and standby letters Letters of credit Credit for the account of Borrower (each, each a “"Letter of Credit” " and collectively, “the "Letters of Credit”"); provided howeverhowever that (a) the form and substance of each Letter of Credit shall be subject to approval by Lender in its sole discretion, that and (b) the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00)10,000,000. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of CreditMaturity Date. The undrawn amount of all Letters of Credit plus any and all amounts paid by Lender in connection with drawings under any Letter of Credit for which Lender has not been reimbursed (collectively, the "Letter of Credit Liabilities") shall be reserved under the Line of Credit revolving credit facility and shall not be available for borrowings Loans thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid Lender under a Letter of Credit shall be deemed an advance under the Line of Credit a Loan and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesAgreement; provided however, that if advances under the Line of Credit are a Loan is not available, available for any reason, reason whatsoever at the time any drawing draft is paidpaid by Lender, or, if Loans are not then available in such amount due to any limitation on borrowing set forth in this Agreement, then Borrower shall immediately pay to Bank the full amount drawnof such draft shall immediately be due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Lender to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances Loans under the Line of CreditNote. In such event event, Borrower agrees that BankLender, in its at Lender's sole discretion, may debit any Borrower's deposit account maintained by Borrower with Bank Lender for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Revolving Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate Affiliate to issue commercial and standby letters of credit for the account of Borrower or its Subsidiaries (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Ten Million Dollars ($15,000,000.0010,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, Bank in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower, or such longer term as is acceptable to by Bank in its sole discretion; provided however, that no Letter of Credit shall have an expiration date more than one three hundred twenty sixty five (120365) days beyond the maturity Revolving Credit Maturity Date or such other date of the Line of Creditthat is acceptable to Bank in its sole discretion. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Revolving Line of Credit in accordance with the provisions of Section 2.2(g) and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Revolving Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Revolving Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower for general corporate purposes, including without limitation to finance the acquisition and development of real estate in the ordinary course of Borrower’s business (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Five Million Dollars ($15,000,000.005,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five eighteen (36518) daysmonths, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty ninety (12090) days beyond the maturity date of the Line of CreditCredit Maturity Date. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing draft paid under a Letter of Credit shall be deemed an advance Advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesAdvances; provided however, that if advances Advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paid, then Borrower shall immediately pay to Bank within two (2) Business Days of Bank’s written demand therefor the full amount drawnof such draft, together with interest thereon from the date such drawing draft is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances Advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby Standby letters of credit for the account of Borrower to finance inventory purchases (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Twenty-Five Million Dollars ($15,000,000.0025,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three one hundred sixty-five eighty (365180) days, as designated by Borrower; provided however, that no Letter of Credit shall be issued with, nor shall Bank be required to renew or (if applicable) allow automatic renewal of any Letter of Credit so that it will have, an expiration date that is subsequent to the maturity date of the Line of Credit (with any such Letter of Credit with an expiration date subsequent to the maturity of the Line of Credit to be referred to as an “Extended Date Letter of Credit”) unless Borrower at the time of and as an additional condition to the issuance of an Extended Date Letter of Credit, provides Bank with cash collateral (which may be in addition to or, if agreed by Bank, may be a replacement for, such other collateral that may have been granted by Borrower to Bank, pursuant to this Agreement or otherwise), consisting of a deposit account maintained by Borrower with Bank in an amount that is not less than one hundred five percent (105%) of the undrawn amount of such Extended Date Letter of Credit, as evidenced by and subject to the security agreements and other documents as Bank shall reasonably require, all in form and substance satisfactory to Bank; and provided further, that in no event shall any Extended Date Letter of Credit have a then current expiration date more than one hundred twenty (120) days year beyond the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then the Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon hereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion100,000.00. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days180 days for Commercial Letters of Credit, and not to exceed 365 days for Standby Letters of Credit, as designated by Borrower; provided , provided, however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond the maturity date of the Line of Creditsubsequent to June 30, 2001. The undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees may from time to time during the term thereof up to and including maturity, issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate outstanding amount of all Loans made under the Line of Credit of Credit shall not at any time exceed $20,000,000. At no time shall the Letter of Credit Exposure exceed $1,000,000. Each Letter of Credit shall be issued for a term of not to exceed three hundred sixty-five more than twelve (36512) daysmonths, as designated by Borrower; provided , provided, however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of CreditNote. The undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line of Credit; provided however, that if the Line of Credit is not available for any reason whatsoever, at the time any draft is paid by Bank, or if advances are not available under the Line of Credit are not available, for in such amount due to any reason, at the time any drawing is paidlimitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of Credit. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLoan, Bank agrees may, from time to time during the term thereof to time, issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Five Million Dollars ($15,000,000.005,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided , provided, however, that no Letter of Credit shall have an expiration date more than subsequent to one hundred twenty (1201) days beyond year after the maturity date Maturity Date. In the event the Loan has matured, then the Borrower shall secure all outstanding Letters of Credit with cash collateral deposited with the Line of CreditBank. The undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit Loan and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit Loan and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Loan; provided however, that if advances under the Line of Credit are Loan is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Loan in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLoan. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of such draft. In conjunction with the issuance of any such drawingLetter(s) of Credit, Borrower shall execute and deliver to Bank any documentation then utilized by Bank to evidence the issuance of a Letter(s) of Credit. Borrower shall pay, if applicable, all fees and charges customarily charged by Bank in connection with the issuance, confirmation, amendment and other actions with respect to a Letter of Credit as are customarily charged by Bank with regard to letters of credit.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Million Dollars ($5,000,000.00). Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) 365 days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty ninety (12090) days beyond the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereof. Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement letter applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower Xxxxxxxx agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof up to and including the Line of Credit Maturity Date to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower to finance its operating and business requirements or those of its Subsidiaries (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00)the amount of the Line of Credit Commitment. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by BorrowerBorrower and, if no Event of Default has occurred and is continuing, Bank agrees to extend the term of any Letter of Credit for up to another three hundred sixty-five (365) days upon receipt from Borrower of a written request to do so not later than thirty (30) days before the expiration date; provided provided, however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond the maturity date of subsequent to the Line of CreditCredit Maturity Date. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing draft paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided provided, however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paid, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing draft is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank (other than any financial aid trust account maintained by Borrower with Bank) for the amount of any such drawingdraft; at the time of said debit, Bank agrees to notify Borrower of said debit.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and/or sight commercial and standby letters of credit for the account of Borrower to finance the procurement of material and services (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Five Million Dollars ($15,000,000.005,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Revolving Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate Affiliate to issue commercial and standby letters of credit for the account of Borrower or its Subsidiaries (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Ten Million Dollars ($15,000,000.0010,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, Bank in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower, or such longer term as is acceptable to Bank in its sole discretion; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond the maturity Revolving Credit Maturity Date or such other date of the Line of Creditthat is acceptable to Bank in its sole discretion. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Revolving Line of Credit in accordance with the provisions of Section 2.3(g) and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Revolving Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Revolving Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and commerical or standby letters of credit for the account of Borrower to finance working capital (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Ten Million Dollars ($15,000,000.0010,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond the maturity date of the Line of Creditsubsequent to December 31, 2005. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower as requested (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Two Million Five Hundred Thousand and 00/100 Dollars ($15,000,000.002,500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.. 

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, and upon Borrower's request, Bank agrees will from time to time during the term thereof to time, issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower or its subsidiaries (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, Bank in its sole discretion. Each Letter and reasonable discretion and Borrower and Bank agree to terms thereon; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond plus the maturity date of principal balance advanced under the Line of Creditshall not at any time exceed $10,000,000.00. The undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then the Bank shall notify Borrower shall immediately pay to Bank thereof in writing and Borrower hereby agrees that the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of such draft. Further, should the maturity date of any such drawingLetter of Credit extend beyond the maturity date of the Line and the maturity date on the Line is not extended for any reason whatsoever, Borrower agrees to provide collateral in the form of cash or liquid investments in a form reasonably acceptable to Bank, in an amount equal to the amount of any Letter(s) of Credit outstanding. This collateral shall remain with the Bank for a period of time not less than two weeks after the maturity date on any Letter of Credit.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time up to time during the term thereof May l, 2002, to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower to support sales contracts (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn or unpaid amount of all outstanding Letters of Credit plus any outstanding advances under the Line of Credit made for the purpose of payment of any Letter of Credit, shall not at any time exceed Five Million Dollars ($5,000,000.00). Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of CreditWorking Capital Loan, Bank agrees may from time to time during the term thereof up to and including June 1, 2000, issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00)2,000,000.00. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond the maturity date of the Line of Creditsubsequent to June 25, 2000. The undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); ): provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Ten Million Dollars ($15,000,000.0010,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, --------------------------- Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and one or more standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn unfunded amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Five Million Dollars ($15,000,000.005,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn unfunded amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be reduce the amount which is available for borrowings thereunder. No interest shall accrue on the unfunded amount of any Letter of Credit. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsagreement required by Bank when issued, applications including any application and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower to finance general purpose (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Five Million Dollars ($15,000,000.005,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters Letters of credit Credit for the account of either Borrower (each, a “Letter of Credit” to finance inventory purchases and collectively, “Letters of Credit”)for other purposes acceptable to Bank; provided however, that the form and substance of each Letter of Credit shall be subject to approval by Bank, in its reasonable discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Ten Million Dollars ($15,000,000.0010,000,000). The form and substance of each In addition, Bank has issued the Xxxxxxx Letter of Credit shall be for the account of GCI in support of GCI's real estate lease obligations to Xxxxxxx-77, Ltd. in the face amount of $226,169.83, with an initial expiration date of February 13, 1997, which expiration date is subject to approval by Bankextension as provided therein and has been extended to February 13, 2000, and which Bank hereby acknowledges remains in its sole discretionfull force and effect as a Letter of Credit under this subfeature. Each Other than the Xxxxxxx Letter of Credit, each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided howeverthe Borrower thereunder, that and no Letter of Credit shall have an expiration date more than one hundred twenty eighty (120180) days beyond the maturity date of the Line of CreditMaturity Date. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Other than the Xxxxxxx Letter of Credit, each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereof. The Xxxxxxx Letter of Credit shall remain subject to the additional terms and conditions of the Xxxxxxx Letter of Credit Agreement. Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower Borrowers in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower Borrowers shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by BorrowerBorrowers, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees Borrowers agree that Bank, in its sole discretion, may debit any demand deposit account maintained by either Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and sight commercial and standby letters of credit for the account of Borrower to finance importation (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed One Million Five Hundred Thousand Dollars ($1,500,000.00). Each Letter of Credit shall be issued for a term not to exceed three one hundred sixty-five eighty (365180) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to 2 the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Five Million Dollars ($15,000,000.005,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date more than one hundred twenty (120) 365 days beyond the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.”

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue sight commercial and or standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that Bank shall have no obligation to issue a Letter of Credit if any of the aggregate undrawn following would result after giving effect to the requested Letter of Credit: (i) the Letter of Credit Usage would exceed $10,000,000, or (ii) the Letter of Credit Usage would exceed the Maximum Line of Credit Amount less the then extant amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00)Advances. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each commercial Letter of Credit shall be issued for a term not to exceed three one hundred sixty-five eighty (365180) days, as designated by Borrower; provided provided, however, that no commercial Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond the maturity date of subsequent to the Line of CreditCredit Termination Date. The undrawn amount of all Letters Each standby Letter of Credit shall be reserved under issued for a term not to exceed twelve (12) months, as designated by Borrower; provided, however, that no standby Letter of Credit shall have an expiration date subsequent to the Line of Credit and shall not be available for borrowings thereunderTermination Date. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance Advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided provided, however, that if advances Advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing. All Prior Letters of Credit which are outstanding as of the date hereof shall be deemed “Letters of Credit” hereunder.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue sight commercial letters of credit and standby letters of credit for the account of Borrower ("Letter of Credit Subfeature") to be used to support transactions for the benefit of SMI, Jolt and Tech, as approved by Bank (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; provided, however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Two Hundred Fifty Thousand Dollars ($250,000.00); and provided, however, that the aggregate undrawn amount of all outstanding Letters of Credit, when combined with outstanding borrowings under the Line of Credit and the outstanding principal balance of the Term Commitment described below, shall not at any time exceed Eight Million Dollars ($8,000,000.00). Each commercial Letter of Credit shall be issued for a term not to exceed one hundred eighty (180) days, as designated by Borrower, and each standby Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). When requesting a Letter of Credit, Borrower shall identify the Subsidiary which is a party to the transaction supported thereby. Bank may require the Subsidiary which is a party to the transaction supported by a Letter of Credit to be a co-applicant for such Letter of Credit. Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Four Million Dollars ($15,000,000.004,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Reducing Line of Credit, Bank agrees from time to time during prior to the term thereof Termination Date to issue or cause an affiliate Affiliate of Bank to issue commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided provided, however, that the aggregate undrawn amount of available to be drawn under all outstanding Letters of Credit shall not at any time exceed Fifteen Twenty Million Dollars ($15,000,000.0020,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) 365 days, as designated by Borrower; provided however, that no Letter of Credit shall have be issued with, nor shall Bank be required to renew or (if applicable) allow automatic renewal of any Letter of Credit so that it will have, an expiration date more than one hundred twenty (120) days beyond that is after the maturity date Reducing Line of Credit Maturity Date. The amount of the Line of Credit. The undrawn amount of all Letters of Credit LC Exposure shall be reserved under the Reducing Line of Credit and shall not be available for Reducing Line of Credit Advances or borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter letter of Credit credit agreements, applications and any related documents required by Bank in connection with the issuance thereofthereof (“Letter of Credit Agreements”). Each drawing paid under a Letter of Credit (even if the Letter of Credit was issued by an Affiliate of Bank) shall be deemed an advance a Reducing Letter of Credit Advance made under the Reducing Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Reducing Line of Credit Loan and Reducing Line of Credit Advances; provided provided, however, that if advances Reducing Line of Credit Advances under the Reducing Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank (even if the Letter of Credit was issued by an Affiliate of Bank) the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Reducing Line of CreditCredit Loan. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Five Million Dollars ($15,000,000.005,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date Line of Credit Maturity Date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower to finance the purchase of inventory (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen One Million Dollars ($15,000,000.001,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate Affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Four Million Dollars ($15,000,000.004,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, Bank in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one three hundred twenty sixty five (120365) days beyond the maturity date of the Line of CreditCommitment Termination Date. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower for bonding or security deposit purposes (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million One Hundred Thousand and 00/100 Dollars ($15,000,000.00100,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing draft paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paid, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing draft is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawingdraft. If Borrower does not pay to Bank the sums due for such draft, the unpaid amount thereof shall bear interest equal to the Base Rate (as defined in the Line of Credit Note) plus two percent (2%) for each day from and including the date such draft was paid by Bank to the date of repayment by Borrower. Upon any Event of Default and upon the request of Bank, the Borrower shall deposit in the Cash Collateral Account an amount in cash equal to the aggregate undrawn amount of all outstanding Letters of Credit as of such date.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Seven Hundred Fifty Thousand Dollars ($15,000,000.00750,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole reasonable discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date more than one three hundred twenty sixty-five (120365) days beyond the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Bank's then standard form of Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. In the event that any provision of such Letter of Credit agreement, application or related document is directly contradicted by the terms of this Agreement, the terms of this Agreement shall control. Without limiting the foregoing, any collateral granted to Bank or an affiliate of Bank under any such Letter of Credit agreements, applications or related documents shall not extend to any property of Borrower that is not Collateral under and as defined in this Agreement or any security agreement as described in Sections 1.3 or 3.1 of this Agreement. Each drawing draft paid under a Letter of Credit Credit, if not reimbursed by Borrower on the honor date thereof, shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paid, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing draft is paid to the date such amount is fully repaid by Borrower, at the rate of interest that would have been applicable to advances under the Line of CreditCredit if the Line of Credit were available. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue sight commercial and standby letters of credit for the account of Borrower Borrowers to finance Borrowers’ and Subsidiaries’ general corporate needs (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Ten Million Dollars ($15,000,000.0010,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each commercial Letter of Credit shall be issued for a term not to exceed one hundred fifty (150) days, as designated by Borrowers, and each standby Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by BorrowerBorrowers; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower Borrowers in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower Borrowers shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by BorrowerBorrowers, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower for the account of Borrower for Financial support for the new facility at 0000 Xxxxxx Xxx Xxxxxxx, Alameda (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Two Million Dollars ($15,000,000.002,000,000.00). The form and substance of for each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the he issuance thereof. Each drawing draft paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement letter applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paid, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing draft is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawingdraft."

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Two Million Dollars ($15,000,000.002,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five twelve (36512) daysmonths, as designated by Borrower; , provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty twelve (12012) days months beyond the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing. In the event that the Line of Credit is not renewed or extended and any Letter of Credit will have an expiration date subsequent to the stated maturity of the Line of Credit, Borrower covenants to take all steps necessary prior to such maturity date to grant Bank a perfected, first priority security interest in (i) securities acceptable to Bank and/or (ii) cash in an amount equal to the aggregate amount of Letters of Credit that will be outstanding subsequent to such maturity date, which collateral may be in addition to or in lieu of the collateral described in Section 1.5.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Ten Million Dollars ($15,000,000.0010,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that (i) subject to the following clause (ii), any Letter of Credit with an initial term not exceeding three hundred sixty-five (365) days may provide, upon Borrower’s request and at Bank’s discretion, for its automatic renewal for additional periods not exceeding three hundred sixty-five (365) days and (ii) no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Million Six Hundred Fifty Thousand Dollars ($5,650,000.00). Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) 365 days, as designated by BorrowerBxxxxxxx; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty ninety (12090) days beyond the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereof. Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement letter applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower Bxxxxxxx agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof up to and including November 1, 1996, to issue or cause an affiliate to issue sight commercial and standby letters of credit for the account of Borrower and in favor of Borrower's various suppliers to finance the purchase of inventory (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS ($4,500,000.00). Each Letter of Credit shall be issued for a term not to exceed three one hundred sixty-five (365eighty(180) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond the maturity date of the Line of Creditsubsequent to November 1, 1996. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are is not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of CreditSubfeature this Note, Bank agrees Lender may from time to time during the term thereof to issue or cause an affiliate to issue be issued by a Wxxxx Fargo Affiliate (such Lender or Wxxxx Fargo Affiliate being referred to herein as the “Issuer”) for your account, commercial and and/or standby letters of credit for the account of Borrower (eacheach individually, a “Letter of Credit” and collectively, collectively “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be the subject to approval by Bank, the Issuer in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by BorrowerBxxxxxxx; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunderNote. Each Letter of Credit shall be subject to the additional terms and conditions of the a Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank Issuer in connection with the issuance thereofof such Letter of Credit (each individually a “Letter of Credit Agreement” and collectively, the “Letter of Credit Agreements”). Each drawing draft paid by Issuer under a Letter of Credit and reimbursed by Lxxxxx and shall be deemed paid with an advance under the Line of Credit Note and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement the Note applicable to such advances; provided however, that if advances under the Line of Credit Note are not available, for any reasonreason whatsoever, at the time any drawing amount is paidpaid by Lxxxxx, then Borrower shall immediately pay to Bank the full amount drawnof such advance shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Issuer or Lender to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of CreditNote. In such event Borrower event, Bxxxxxxx agrees that BankIssuer or Lxxxxx, in its at Issuer’s or Lxxxxx’s sole discretion, may debit any account maintained by Borrower Borrower’s deposit account(s) with Bank Lxxxxx or a Wxxxx Fargo Affiliate for the amount of any such drawingdraft. Upon the issuance of an amendment to a Letter of Credit, upon the reimbursement by Lxxxxx of a draft under any Letter of Credit, and otherwise as agreed by Bxxxxxxx and Issuer pursuant to the Letter of Credit Agreements, Borrower shall pay to Issuer or Lender fees determined in accordance with Issuer’s/Lxxxxx’s standard fees and charges at such time.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower in furtherance of corporate purposes (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Ten Million Dollars ($15,000,000.0010,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five one (3651) daysyear, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a "New Letter of Credit"; the Existing Letter of Credit and each New Letter of Credit are herein referred to individually as a “Letter of Credit” and collectively, “collectively as "Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen One Million and No/100 Dollars ($15,000,000.001,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three seven hundred sixty-five thirty (365730) days, as designated by Borrower; provided however, that no Letter of Credit shall be issued with, nor shall Bank be required to renew or (if applicable) allow automatic renewal of any Letter of Credit so that it will have, an expiration date that is subsequent to the maturity date of the Line of Credit (with any such Letter of Credit with an expiration date subsequent to the maturity of the Line of Credit to be referred to as an “Extended Date Letter of Credit”) unless Borrower, not less than ninety (90) days prior to the maturity date of the Line of Credit, provides Bank with cash collateral (which may be in addition to or, if agreed by Bank, may be a replacement for, such other collateral that may have been granted by Borrower to Bank, pursuant to this Agreement or otherwise), consisting of a deposit account maintained by Borrower with Bank in an amount that is not less than one hundred five percent (105%) of the undrawn amount of such Extended Date Letter of Credit, as evidenced by and subject to the security agreements and other documents as Bank shall reasonably require, all in form and substance satisfactory to Bank; and provided further, that in no event shall any Extended Date Letter of Credit have a then current expiration date more than one three hundred twenty sixty-five (120365) days beyond the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereofthereof (each, a “Letter of Credit Agreement”). Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.”

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit (the “Letters of Credit Sublimit”) shall not at any time exceed Fifteen Two Million Dollars ($15,000,000.002,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-sixty five (365) days, as designated by Borrower; provided however, that no if on the Line of Credit maturity date (or the effective date of any termination of this Agreement) there are any outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to at least one hundred percent (100%) of the face amount of any such Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond Credit, plus all interest, fees and costs due or to become due in connection therewith to secure the maturity date of the Line obligations related to such Letter of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.”

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees has agreed from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower to finance a note payable to seller of Rotocast (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Two Million Dollars ($2,000,000.00). Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five eighteen (36518) daysmonths, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft. Bank has issued a standby letter of credit for the amount of Two Million Dollars ($2,000,000.00), which is outstanding as of the date hereof and shall be deemed included within the definition of Letters of Credit set forth herein.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during the term thereof up to and including maturity, issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate amount of all loans made under the Note shall not at any time exceed $15,000,000.00. Each Letter of Credit shall be issued for a term of not to exceed three hundred sixty-five more than six (3656) daysmonths, as designated by Borrower; provided , provided, however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of CreditPromissory Note. The undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue sight commercial or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Each commercial Letter of Credit shall be subject issued for a term not to approval exceed one hundred eighty (180) days, as designated by BankBorrower; provided however, in its sole discretionthat no commercial Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. Each standby Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (3653) daysyears, as designated by Borrower; provided however, that no standby Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft. All Prior Letters of Credit which are outstanding as of the date hereof shall be deemed "Letters of Credit" hereunder.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00)10,000,000. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) 360 days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Twenty Million Dollars ($15,000,000.0020,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five one (3651) daysyear, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty ninety (12090) days beyond the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the Prime Rate-base rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit (the “Letters of Credit Sublimit”) plus (ii) the Credit Card Services Sublimit shall not at any time exceed Fifteen One Million Five Hundred Thousand Dollars ($15,000,000.001,500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-sixty five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and sight commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of CreditSubfeature LCs”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit Subfeature LCs shall not at any time exceed Fifteen Two Million Dollars ($15,000,000.002,000,000.00). The form and substance of each Letter of Credit Subfeature LC shall be subject to approval by Bank, in its sole discretion. Each Letter standby letter of Credit credit shall be issued for a term not to exceed three hundred sixty-sixty five (365) days and each sight commercial letter of credit shall be issued for a term not to exceed ninety (90) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit Subfeature LCs shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit Subfeature LC shall be subject to the additional terms and conditions of the Bank's standard Standby Letter of Credit agreementsagreement or Commercial Letter of Credit agreement as applicable, and all applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit Subfeature LC shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and or standby letters of credit for the account of Borrower to finance working capital (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Thirty Million Dollars ($15,000,000.0030,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond the maturity date of subsequent to the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Two Hundred Thousand Dollars ($15,000,000.00200,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Six Million Dollars ($15,000,000.006,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. No more than five (5) days after the date of each requested draw on a Letter of Credit, Borrower shall deliver a borrowing base certificate, an aged listing of accounts receivable and accounts payable, and a reconciliation of accounts to Bank unless such items were delivered to Bank in the thirty (30) days preceding such Letter of Credit draw request in accordance with the terms hereunder. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-sixty five (365) days, as designated by Borrower; provided however, that no Borrower (subject to automatic renewal). If a Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond is issued and outstanding after the maturity date term of the Line of CreditCredit (or after acceleration by Bank pursuant to the terms hereof), Borrower will cash collateralize the undrawn amount of such Letter of Credit in an amount equal to one hundred five percent (105%) of such undrawn amount. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.” -41- DOCSOC/1656044v2/018854-0004 Exhibit 10.27

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a "New Letter of Credit"; the Existing Letter of Credit and each New Letter of Credit are herein referred to individually as a “Letter of Credit” and collectively, “collectively as "Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Seven Million Five Hundred Thousand and No/100 Dollars ($15,000,000.007,500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three seven hundred sixty-five thirty (365730) days, as designated by Borrower; provided however, that no Letter of Credit shall be issued with, nor shall Bank be required to renew or (if applicable) allow automatic renewal of any Letter of Credit so that it will have, an expiration date that is subsequent to the maturity date of the Line of Credit (with any such Letter of Credit with an expiration date subsequent to the maturity of the Line of Credit to be referred to as an “Extended Date Letter of Credit”) unless Borrower, not less than ninety (90) days prior to the maturity date of the Line of Credit, provides Bank with cash collateral (which may be in addition to or, if agreed by Bank, may be a replacement for, such other collateral that may have been granted by Borrower to Bank, pursuant to this Agreement or otherwise), consisting of a deposit account maintained by Borrower with Bank in an amount that is not less than one hundred five percent (105%) of the undrawn amount of such Extended Date Letter of Credit, as evidenced by and subject to the security agreements and other documents as Bank shall reasonably require, all in form and substance satisfactory to Bank; and provided further, that in no event shall any Extended Date Letter of Credit have a then current expiration date more than one three hundred twenty sixty-five (120365) days beyond the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereofthereof (each, a “Letter of Credit Agreement”). Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.”

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during the term thereof up to and including December 11, 1998, issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars the difference between ($15,000,000.00). The form and substance a) the Line, minus (b) the aggregate unpaid principal amount of each all Loans, minus (c) the amount of all drawings under any Letter of Credit shall be subject to approval by Bank, in its sole discretionfor which Bank has not been reimbursed. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration expiry subsequent to December 11, 1999 or 366 or more days after the issuance date; provided Borrower may request that Bank issue Letters of Credit having an expiry after December 11, 1999 or an expiry 366 or more days after the issuance date more than one hundred twenty (120) days beyond "Extended Expiry LC"), if the maturity date undrawn amount of such Extended Expiry LC plus the Line of Credit. The aggregate undrawn amount of all Letters other Extended Expiry LCs does not exceed an amount equal to the sum of Credit shall be reserved under (a) the Line amount of Credit and shall not be available for borrowings thereundereach Collateral Account plus (b) 95% of the cash value of each Collateral Policy. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any account maintained by Borrower Collateral Account or Borrower's deposit accounts with Bank or obtain all or any of the cash value of any Collateral Policy for the amount of such draft. If at any time prior to December 12, 1998 the sum of (a) the aggregate unpaid principal of the Loans, plus (b) the aggregate undrawn amount of all outstanding Letters of Credit exceeds the Line, Borrower shall immediately pay to Bank the amount of such drawingexcess, together with accrued, unpaid interest on the amount of such excess. If at any time after December 12, 1998 the aggregate undrawn amount of all Extended Expiry LCs exceeds the sum of (a) the amount of each Collateral Account, plus (b) 95% of the cash value of each Collateral Policy, Borrower shall immediately deliver to Bank, for deposit into a Collateral Account, an amount in cash equal to such excess. Letters of Credit shall be priced at a rate of 1.5% per annum of the face amount of the Letter of Credit, which fee is due and payable on issuance of the Letters of Credit. Bank shall send to Borrower notice of Bank's election to pursue any remedy with respect to the Collateral Policy three days prior to enforcing such remedy.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue commercial or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower to finance working capital requirements, capital expenditures and other corporate purposes (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Three Million Dollars ($3,000,000.00). Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) 365 days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” "LETTER OF CREDIT" and collectively, “Letters of Credit”"LETTERS OF CREDIT"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Two Hundred Thousand and No/00 Dollars ($15,000,000.00200,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have nor an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of CreditCredit unless such Letter of Credit is collateralized with liquid assets acceptable to Bank in Bank's sole discretion. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing. If Borrower does not pay to Bank the sums due for such drawings, the unpaid amount thereof shall bear interest equal to the Base Rate (as defined in the Line of Credit Note) plus three percent (3%) for each day from and including the date such drawing was paid by Bank to the date of repayment by Borrower.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, --------------------------- Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit and sight commercial and standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Ten Million Dollars ($15,000,000.0010,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each standby Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no standby Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond the maturity date of the Line of Credit. No Standby Letter of Credit shall contain an automatic extension clause. Each commercial Letter of Credit shall be issued for a term not to exceed three hundred sixty- five (365) days, as designated by Borrower, provided, however, that no commercial Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents reasonably required by Bank in connection with the issuance thereof. Each drawing draft paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paid, then Borrower shall immediately pay to Bank within five (5) Business Days if no Event of Default has occurred hereunder, and immediately if an Event of Default has occurred hereunder, the full amount drawnof such draft, together with interest thereon from the date such drawing draft is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby Standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Two Million Dollars ($15,000,000.002,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit denominated only in Dollars for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Million Five Hundred Thousand Dollars ($15,000,000.00500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance a Dollar-denominated Advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances Dollar-denominated Advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby, sight commercial and standby or usance commercial letters of credit for the account of Borrower to finance the backing of imports and exports (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit plus the face amount of all outstanding drafts created under usance commercial Letter of Credit (“Usance Drafts”), shall not at any time exceed Fifteen Five Million Dollars ($15,000,000.005,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit and the face amount of all outstanding Usance Drafts shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the variable Prime Rate-based rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing. Notwithstanding the foregoing, usance commercial Letters of Credit shall contain such provisions and be issued in such manner for such purpose as to satisfy Bank that any bankers’ acceptance created by Bank’s acceptance of a draft thereunder shall be eligible for discount by a Federal Reserve Bank, will not result in a liability of Bank subject to reserve requirements under any law, regulation or administrative order, and will not cause Bank to violate any lending limit imposed upon Bank by any law, regulation or administrative order. Usance commercial Letters of Credit shall provide for drafts thereunder with terms which do not exceed the lesser of 90 days or such other period of time as may be necessary for the acceptance created thereunder to be eligible for discount and otherwise comply with this Agreement; provided however, that no usance commercial Letter of Credit shall provide for drafts with a term which ends subsequent to the maturity of the Line of Credit The amount of each matured Usance Draft shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if the Line of Credit is not available, for any reason whatsoever, at the time any such acceptance matures, or if advances are not available under the Line of Credit at such time due to any limitation on borrowings set forth herein, then Borrower shall immediately pay to Bank the full amount of such Usance Draft, together with interest thereon from the date such acceptance matures and is honored by Bank to the date such amount is fully paid by Borrower, at the variable Prime Rate-based rate of interest applicable to advances under the Line of Credit. In such event, Borrower agrees that Bank, at Bank’s sole discretion, may debit Borrower’s deposit account with Bank for the amount of any such Usance Draft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower for general corporate purposes, including without limitation to finance the acquisition and development of real estate in the ordinary course of Borrower’s business (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Five Million Dollars ($15,000,000.005,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five eighteen (36518) daysmonths, as designated by BorrowerXxxxxxxx; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty ninety (12090) days beyond the maturity date of the Line of CreditCredit Maturity Date. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing draft paid under a Letter of Credit shall be deemed an advance Advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesAdvances; provided however, that if advances Advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paid, then Borrower shall immediately pay to Bank within two (2) Business Days of Bank’s written demand therefor the full amount drawnof such draft, together with interest thereon from the date such drawing draft is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances Advances under the Line of Credit. In such event Borrower Xxxxxxxx agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower to back performance (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Fifteen Five Million Dollars ($15,000,000.005,000,000.00). The form and substance of each Letter of Credit shall be subject Unless cash secured to approval by Bank's satisfaction, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than one hundred twenty (120) days beyond subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.