LETTER OF CREDIT REIMBURSEMENT AGREEMENT

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SECTION 1.    DEFINITIONS .

1.1    Defined Terms . Terms used and not otherwise defined in this Letter of Credit Reimbursement Agreement are defined in Schedule 1 annexed hereto and shall have the meanings specified therein or in the Indenture or the Letter of Credit unless the context otherwise requires.

1.2    Accounting Terms . Each accounting term not defined in Schedule 1 annexed hereto, and each accounting term partly defined therein to the extent not defined, shall have the meaning given to it under generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 6.6 hereof.

SECTION 2.    APPLICATION .

SECTION 3.    REIMBURSEMENT AND OTHER PAYMENTS .

3.1    Letter of Credit Draws . A sum equal to any and all amounts which are drawn under the Letter of Credit, payable (a) with respect to each portion of the total Indebtedness resulting from a Bond Purchase Drawing - Principal (as defined in the Letter of Credit) on the earliest of (i) the stated expiration of the Letter of Credit, (ii) any earlier date on which the Bank, pursuant to Section 9.2 hereof, has declared such Indebtedness or portion thereof to be immediately due and payable, or (iii) any earlier date on which such Indebtedness or portion thereof is subject to prepayment pursuant to Sections 4.2 or 4.3 hereof, and (b) with respect to all other draws on the Letter of Credit, on the same Business Day on which the Bank honors any Bond Purchase Drawing - Interest, Interest Drawing or Principal Drawing (as those terms are defined in the Letter of Credit).

3.2    Letter of Credit Fees . A sum equal to (a) the Bank’s reasonable and customary administrative, issuance, amendment, drawing and negotiation charges in connection with letters of credit, which shall be payable upon demand, and (b) a letter of credit fee computed from the date of issuance of the Letter of Credit at the rate of seven-tenths of one percent (0.70%) per annum of the Stated Amount (as defined in the Letter of Credit), payable in advance for a one-year period on the date of the issuance of the Letter of Credit and annually in advance on each anniversary of such date while the Letter of Credit remains in existence, which fee shall be fully earned upon payment thereof and shall be non-refundable (“Letter of Credit Fee”). Such Letter of Credit Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed and is subject to adjustment as provided in Section 9.2(v). Upon the occurrence and during the continuance of an Event of Default (as hereinafter defined), the Letter of Credit Fee shall be increased to two percent (2%) per annum of the Stated Amount, payable as aforesaid.

3.3    Interest . Interest on Indebtedness (a) with respect to any Bond Purchase Drawing from the date such Indebtedness is incurred until payment (unless such Indebtedness is paid to the Bank on the same Business Day as incurred, in which case no interest is payable) at a rate per annum equal to the Bank’s Prime Rate, payable when and as interest is due and payable on the Bonds, and (b) with respect to all other Indebtedness from the date such Indebtedness is incurred (unless such Indebtedness is paid to the Bank on the same Business Day as incurred, in which case no interest is payable) at a per annum rate equal to the Bank’s Prime Rate plus two percent (2%), payable on demand.

3.4    Expenses . Any and all out-of-pocket costs and expenses reasonably incurred by or on behalf of the Bank in connection with the preparation, negotiation, administration or enforcement of this Letter of Credit Reimbursement Agreement, the Letter of Credit, the Bond Documents and the Collateral Documents, any sale or other disposition of the collateral granted to the Bank pursuant to the Collateral Documents, and any consent or action requested or necessitated by the Applicant, the Agency, the Trustee or any other party in connection with the subject transaction, including, without limitation, reasonable attorneys’ fees and disbursements, title examination and insurance fees, UCC search fees, appraisal, inspecting engineer, environmental report and survey costs, mortgage taxes, and recording and filing fees, all payable on demand.

3.5    Additional Costs . If any law, regulation, guideline or change in any law or regulation or in the interpretation thereof or any ruling, decree, judgment or recommendation by any regulatory body, court or any administrative or governmental authority charged or claiming to be charged with the administration thereof, shall either (i) impose upon, modify, require, make or deem applicable to the Bank or any of its affiliates any reserve requirement based upon the deeming of letters of credit to be deposits held by the Bank, special deposit requirement, insurance assessment or similar costs or requirements against or affecting letters of credit issued or to be issued hereunder or (ii) subject the Bank or any of its affiliates to any tax (other than taxes based on the overall net income of the Bank), charge, fee, deduction, withholding or similar costs of any kind whatsoever or (iii) impose any condition upon or cause in any manner the addition of any supplement to or increase of any kind to the Bank’s or an affiliate’s capital or cost base for issuing such letters of credit which results in an increase in the capital requirement supporting such letters of credit or (iv) impose upon, modify, require, make or deem applicable to the Bank or any of its affiliates any capital requirement, increased capital requirement or similar requirement such as the deeming of such letters of credit to be assets held by the Bank or any of its affiliates for capital calculation or other purposes, and the result of any events referred to in (i), (ii), (iii) or (iv) above shall be to increase the costs or decrease the benefit in any way to the Bank or any affiliate of issuing, maintaining or participating in such letters of credit, then the Applicant shall, thirty (30) days after the mailing of written notice of such increased costs or decreased benefits or both to the Applicant by the Bank, pay to the Bank all such additional amounts which in the Bank’s sole good faith calculation, as allocated to such letters of credit,

(a)    in the case of events referred to in (i) and (ii) above, shall be sufficient to compensate the Bank for all such increased costs, decreased benefits or both, and/or

(b)    in the case of events referred to in (iii) and (iv) above, shall be an amount as the Bank shall reasonably determine is necessary to compensate the Bank for any decreased benefit caused by such events.

3.6    Other Amounts .   All amounts due to the Bank pursuant to any of the Bond Documents, Collateral Documents or SWAP Documents, payable as provided for therein.

3.7    Form of Payments . All payments under this Letter of Credit Reimbursement Agreement shall be in lawful currency of the United States and in immediately available funds at the Bank’s office at One HSBC Center, Buffalo, New York 14203 (or such other office or address as Bank shall direct), with interest calculated on the basis of a 360-day year for the actual number of days elapsed, which will result in a higher effective annual rate.

SECTION 4.    INTEREST PAYMENTS AND PREPAYMENTS .

4.1    Interest Payments . Whenever a payment of interest is due pursuant to Section 3.3 on Indebtedness with respect to a Bond Purchase Drawing - Principal, the Applicant shall be deemed to have made such payment in full so long as the payment of interest due on the Bonds held pursuant to the pledge created pursuant to the Pledge Agreement has been made and received by the Bank on a timely basis, and the Applicant has paid to the Bank the difference between the interest payable pursuant to Section 3.3 and the interest received by the Bank on such Bonds.

4.2    Mandatory Prepayments . On each and every date on which principal is payable, whether by means of a redemption pursuant to Section 3.1 of the Indenture or otherwise, on any Bonds pledged to the Bank pursuant to the Pledge Agreement in connection with Bond Purchase Drawings, the Applicant will prepay Indebtedness in an amount equal to the total of such principal due and payable on such Bonds, together with accrued interest to the date of such prepayment. The Bank shall release to the Applicant or its designee from the security interest created under the Pledge Agreement a principal amount of Bonds equal to the amount of such prepayment and deliver such Bonds or, if the Bonds are in book-entry form, cause the beneficial ownership of such Bonds to be reflected in the records of DTC or other designated securities depository, pursuant to the instructions of the Applicant.

4.3    Optional Prepayments . Indebtedness payable pursuant to Section 3.1(a) hereof, and interest thereon, arising from Bond Purchase Drawings may be prepaid by the Applicant or its designee at any time on three (3) Business Days’ notice to the Bank stating the amount to be prepaid (which shall be $100,000 or increments of $5,000 in excess thereof ) upon payment of immediately available funds to the Bank of the amount to be prepaid, together with accrued interest to the date of such prepayment on the amount to be prepaid. The Bank shall release to the Applicant or its designee from the security interest created under the Pledge Agreement a principal amount of Bonds equal to the amount of such prepayment and deliver such Bonds or, if the Bonds are in book-entry form, cause the beneficial ownership of such Bonds to be reflected in the records of DTC or other designated securities depository, pursuant to the instructions of the Applicant.

SECTION 5.    CONDITIONS .

5.1    Corporate Action . The Applicant shall have taken all necessary and appropriate corporate action and the Board of Directors of the Applicant shall have authorized the execution and delivery of this Letter of Credit Reimbursement Agreement, the form and content of the Letter of Credit, the Bond Documents, the Collateral Documents and the taking of all action required of the Applicant by this Letter of Credit Reimbursement Agreement; and the Applicant shall have furnished to the Bank certified copies of such corporate action and such other corporate documents as the Bank shall reasonably request.

5.2    Bond Documents . The Applicant shall have executed and delivered to the Bank the Bond Documents to which the Applicant is a party, all in form and content satisfactory to the Bank.

5.3    Collateral Documents . The Applicant shall have executed and delivered to the Bank the Collateral Documents in form and content satisfactory to the Bank.

5.4    Opinions . Counsel to the Applicant and the Guarantor shall have executed and delivered to the Bank a favorable opinion in form and content satisfactory to the Bank and its counsel as to such matters as the Bank may reasonably request.

5.5    Other . The Applicant shall have delivered to the Bank such other documents, instruments and approvals as the Bank may reasonably request, including, but not limited to:

5.6    Costs . The Applicant shall have reimbursed the Bank for or paid all costs and expenses incurred by the Bank in connection with the preparation, execution and delivery of this Letter of Credit Reimbursement Agreement, the Bond Documents and the Collateral Documents, including, without limitation, reasonable attorneys’ fees and disbursements, title examination and insurance fees, UCC search fees, appraisal, inspecting engineer, survey costs, mortgage taxes, and recording and filing fees.

SECTION 6.    REPRESENTATIONS .

6.1    Organization; Power and Authority . The Applicant is a business corporation duly organized, validly existing and in good standing under the laws of the State of New York. The Applicant is qualified and in good standing in each state where the nature of its business or ownership of its property requires such qualification, except where failure to qualify would not reasonably be expected to have a Material Adverse Effect; and has all necessary power and authority to execute and perform, and to consummate all transactions contemplated by this Letter of Credit Reimbursement Agreement, and each of the Bond Documents and Collateral Documents, all of which have been duly authorized by all proper and necessary corporate and shareholder action.

6.2    Valid and Binding Obligation . This Letter of Credit Reimbursement Agreement and each of the Bond Documents and the Collateral Documents to which the Applicant is a party have been duly executed and delivered by the Applicant, constitute the legal, valid and binding obligations of the Applicant, enforceable against the Applicant in accordance with their respective terms.

6.3    Approvals . All authorizations, approvals, notices and filings required for the Applicant to enter into this Letter of Credit Reimbursement Agreement and each of the Bond Documents and the Collateral Documents and to take all actions contemplated hereby or thereby or in connection herewith or therewith, have been obtained, copies thereof have been delivered to the Bank, and such authorizations, approvals, notices and filings remain in full force and effect.

6.4    Other Documents . The execution, delivery and performance by the Applicant of this Letter of Credit Reimbursement Agreement do not and will not contravene, conflict with or constitute a breach of or default under (i) the Applicant’s organizational documents, or (ii) any note, mortgage, borrowing agreement or other material instrument or agreement binding on the Applicant, or (iii) any order, writ, judgment, injunction or decree of any court of competent jurisdiction to which the Applicant is a party or by which the Applicant is otherwise bound.

6.5    Litigation . There are not any actions, suits, proceedings (whether or not purportedly on behalf of the Applicant) or investigations pending or, to the knowledge of the Applicant, threatened against the Applicant or any basis therefor, which, reasonably could be expected to have a Material Adverse Effect, or which question the validity of this Letter of Credit Reimbursement Agreement, the Bonds or any of the Bond Documents or the Collateral Documents.

6.6    Financial Statements . All financial statements of the Applicant heretofore given and hereafter to be given to the Bank are and will be true and complete in all material respects as of their respective dates and prepared in accordance with generally accepted accounting principles consistently applied, and fairly represent the financial conditions of the business to which they pertain, and no materially adverse change has occurred in the financial conditions reflected therein since the respective dates thereof. None of the property or assets shown in the financial statements heretofore delivered to the Bank has been materially adversely affected as a result of any fire, explosion, accident, flood, drought, storm, earthquake, condemnation, requisition, statutory or regulatory change, act of God, or act of public enemy or other casualty, whether or not insured.

6.7    ERISA Matters . All Plans to which the Applicant or any Subsidiary is a party are listed on Schedule 2 annexed hereto; no Plan has been terminated or partially terminated or is insolvent or in reorganization, nor have any proceedings been instituted to terminate or reorganize any Plan; neither the Applicant nor any Subsidiary has withdrawn from any Plan in a complete or partial withdrawal, nor has a condition occurred which if continued would result in a complete or partial withdrawal; neither the Applicant nor any Subsidiary has incurred any withdrawal liability, including contingent withdrawal liability, to any Plan pursuant to Title IV of ERISA; neither the Applicant nor any Subsidiary has incurred any liability to the Pension Benefit Guaranty Corporation other than for required insurance premiums which have been paid when due; no Reportable Event has occurred and no Plan or other “employee pension benefit plan”, as defined in Section 3(2) of ERISA to which the Applicant or any Subsidiary is a party has an “accumulated funding deficiency” (whether or not waived) as defined in Section 302 of ERISA or in Section 412 of the Code. Each Plan and each other “employee benefit plan” as defined in Section 3(3) of ERISA to which the Applicant or any Subsidiary is a party is in substantial compliance with ERISA, and no such plan, nor any administrator, trustee or fiduciary thereof, to the best knowledge of the Applicant, has engaged in a prohibited transaction described in Section 406 of ERISA or in Section 4975 of the Code.

6.8    Environmental Matters . To the best of Applicant’s knowledge, after due inquiry and investigation:

(a)    Any Environmental Questionnaire previously provided to the Bank was and is accurate and complete and does not omit any material fact the omission of which would make the information contained therein materially misleading;

(b)    No above ground or underground storage tanks containing Hazardous Substances are or have been located on any property owned, leased or operated by the Applicant or any Subsidiary, except for storage tanks containing diesel fuel, gasoline or waste oil, which tanks are in material compliance with all applicable laws, rules and regulations;

(c)    No property owned, leased or operated by the Applicant or any Subsidiary is or has been used for the storage or Disposal of any Hazardous Substance, except in the ordinary course of its business in material compliance with applicable Environmental Laws, or for the treatment or Disposal of Hazardous Substances;

(d)    No unpermitted Release of a Hazardous Substance has occurred or is threatened on, at, from or near any property owned, leased or operated by the Applicant or any Subsidiary, except where such unpermitted Release does not have, and could not reasonably be expected to have, a Material Adverse Effect;

(e)    Neither the Applicant nor any Subsidiary is subject to any existing, pending or threatened suit, claim, notice of material violation or request for information under any Environmental Law;

(f)    The Applicant and each Subsidiary are in compliance with all Environmental Laws, except where noncompliance does not have, and could not be reasonably expected to have, a Material Adverse Effect;

(g)    All Environmental Permits have been obtained and are in full force and effect, except where the failure to obtain such Environmental Permit is not likely to have a Material Adverse Effect; and

(h)    There are no agreements, consents, orders, decrees, judgment, license or permit conditions or other orders or directives of any federal, state or local court, governmental agency or authority relating to the past, present or future ownership, use, operation, sale, transfer or conveyance of any property owned, leased or operated by the Applicant or any Subsidiary which required any change in condition or any work, repairs, construction, containment, clean up, investigation, study, removal or other remedial action or capital expenditures.

6.9    Leases and Management Agreements . The Applicant has not entered into (i) any lease with respect to all or any portion of the Project, or (ii) any management agreement with respect to the operation or management of the Project.

6.10    Good Title . Each of the Applicant and each Subsidiary has good and marketable title to all of its assets, none of which is subject to any mortgage, indenture, pledge, lien, conditional sale contract, security interest, encumbrance, claim, trust or charge except as set forth on Schedule 4 annexed hereto or in favor of the Bank or HSBC Bank Canada.

6.12    Tax Returns . The Applicant has duly filed all federal and other tax returns required to be filed for itself and all Subsidiaries except where an extension has been obtained and has duly paid all taxes required by such returns through its fiscal year ending [December 31, 2006]. Federal income tax liability of the Applicant and the Subsidiaries has been reviewed by the United States Internal Revenue Service through its fiscal year ending December 31, 2003, and the Applicant has not received any assessments by the Internal Revenue Service or other taxing authority for additional unpaid taxes.

6.13    Federal Regulations . Neither the Applicant nor any Subsidiary is engaged principally, or as one of its important activities, in the business of extending or arranging for the extension of credit for the purpose of purchasing or carrying “margin stock” (as defined in Regulation U issued by the Board of Governors of the Federal Reserve System). Neither the Applicant nor any Subsidiary owns nor intends to carry or purchase any such “margin stock”, and the Applicant will not use the proceeds of the Letter of Credit to purchase or carry (or refinance any borrowing the proceeds of which were used to purchase or carry) any such “margin stock”. Neither the Applicant nor any Subsidiary is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or a “holding company,” or a “subsidiary company” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, as amended.

6.14    Subsidiaries; Affiliates . The Applicant has no Subsidiaries except Luminescent Systems of Canada Inc.

6.15    Fiscal Year . The fiscal year of the Applicant is the year ending December 31.

6.16    Securities . Each outstanding share of stock, debenture, bond, note and other security of the Applicant has been validly issued in full compliance with each statute, regulation and other law, and, if a share of stock, is fully paid and nonassessable.

6.17    Anti-Terrorism Laws .

(a)    General . Neither the Applicant, the Guarantor, nor any of their Subsidiaries, is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

(b)    Executive Order No. 13224 . Neither the Applicant, the Guarantor nor any of their Subsidiaries or their respective agents acting or benefiting in any capacity in connection with the Letter of Credit or other transactions hereunder, is any of the following (each a “Blocked Person”):

SECTION 7.    AFFIRMATIVE COVENANTS .

7.1    Certain Agreements . Perform and comply with all terms, covenants and conditions of each of the Bond Documents and the Collateral Documents.

7.2    Reporting Requirements . Furnish, or cause the Trustee or the Guarantor, as applicable, to furnish, to the Bank the following:

(i)    as soon as possible and in any event within ten (10) days after the occurrence of any default or Event of Default, notice of such default or Event of Default together with a statement of the Applicant describing the facts giving rise to the occurrence(s) and the action which the Applicant proposes to take with respect thereto;

(ii)    as soon as such notices are required to be given, copies of each of the notices, reports and certificates which are required to be given (a) to the Trustee by the Applicant under any of the Bond Documents and (b) to the Bondholders under the Indenture by the Trustee;

(iii)    as soon as available, and in any event within ninety (90) days after the end of each fiscal year of the Guarantor, a consolidating and consolidated statement of financial position for the Guarantor and its Subsidiaries for such fiscal year, including statements of activities and cash flows through the end of such fiscal year, all audited by Ernst & Young LLP, Certified Public Accountants, or such other independent certified public accountants as may from time to time be selected by the Guarantor and reasonably approved by the Bank, together with a satisfactory, unqualified opinion of such accountants;

(iv)    within forty-five (45) days after the end of each quarter of each of its fiscal years, unaudited financial statements of the Guarantor and its Subsidiaries, which statements shall consist of Consolidated and summary consolidating balance sheets as of the end of such quarter, and related statements of income, covering the period from the end of the Guarantor’s immediately preceding fiscal year to the end of such quarter certified to be correct by the President or chief fiscal officer of the Guarantor;

(v)    within twenty-five (25) days after each month-end which is not the end of a fiscal quarter of Guarantor, monthly year-to-date consolidating internally prepared financial statements of Guarantor and its Subsidiaries;

(vi)    accompanying each set of financial statements specified in (iii) and (iv) above, a certificate of a responsible officer of the Applicant substantially in the form of Exhibit B attached hereto to the effect that (a) the Applicant has complied with and is in compliance with all the terms and covenants of this Letter of Credit Reimbursement Agreement binding upon it, including, without limitation, demonstration of compliance with the financial covenants set forth in the Parent Guaranty, and (b) there exists no Event of Default, and no event which with the giving of notice or passage of time, or both, would constitute such an Event of Default has occurred or if this is not the case, that one or more specified Events of Default has occurred or is occurring and the specific steps the Applicant is taking to cure same;

(vii)    promptly after their preparation, copies of all such proxy statements, financial statements and reports which the Applicant sends to its stockholders, and copies of all regular, periodic and special reports, as well as all registration statements, which the Applicant files with the Securities and Exchange Commission;

(viii)    promptly after the filing thereof with the Pension Benefit Guaranty Corporation, a copy of each annual report filed with respect to each Plan;

(ix)    by the end of each of its fiscal years, a forecast of the statements of income and cash flows as of and through the close of the following fiscal year of the Applicant and its Subsidiaries; and

(x)    such other information respecting the business or the condition or operations, financial or otherwise, of the Applicant as the Bank may from time to time reasonably request.

7.3    Taxes . Promptly pay and discharge all of its taxes, assessments and other governmental charges (including any charged or assessed on the issuance of the Bonds) prior to the date on which penalties are attached thereto, establish adequate reserves for the payment of taxes and assessments and make all required withholding and other tax deposits; provided, however, that nothing herein contained shall be interpreted to require the payment of any tax, assessment or charge so long as its validity is being contested in good faith and by appropriate proceedings diligently conducted.

7.4    Insurance . (a) Keep, and cause any Subsidiary to keep, all its property insured at all times with responsible insurance carriers against fire, theft and other risks in coverage, in form and amount consistent with industry standards and reasonably satisfactory to the Bank; (b) keep, and cause any Subsidiary to keep, adequately insured at all times in reasonable amounts with responsible insurance carriers against liability on account of damage to persons or property, and under all applicable worker’s compensation laws; (c) promptly deliver to the Bank certificates of insurance or any of those insurance policies required to be carried by the Applicant pursuant hereto, with appropriate endorsements designating the Bank as a named insured, mortgagee and loss payee as requested by the Bank; (d) deliver to the Bank evidence of flood insurance, if the Project is located in an area identified as a special flood hazard area, naming the Bank as mortgagee and an additional insured; and (e) cause each such insurance policy to contain a notice of cancellation clause providing for a mandatory 30-day notice to the Bank of cancellation, in form satisfactory to the Bank.

7.5    Existence; Conduct of Business . Preserve and maintain, and cause any Subsidiary to preserve and maintain, its corporate existence, in good standing and all of its rights, privileges and franchises necessary or desirable in the normal conduct of its operations, except where failure to preserve and maintain any such right, privilege or franchise would not have a Material Adverse Effect.

7.6    Maintenance of Properties; Books and Records . Keep all of its properties in good working condition, keep proper books and records in accordance with GAAP, and permit representatives of the Bank to inspect such properties and to examine and make reasonable extracts from its books and records during normal business hours upon reasonable prior notice, and notify the Bank promptly in writing of any proposed change in the location at which such books and records are maintained.

7.7    Compliance with Law . Comply with all applicable laws, rules, regulations and orders of all governmental authorities, except where failure to so comply does not have, and would not reasonably be expected to have, a Material Adverse Effect. Maintain all licenses, approvals, etc., necessary or proper for the Applicant to construct and operate the Project consistent with the Applicant’s past operations.

7.8    Litigation . Promptly notify the Bank in writing as soon as the Applicant has knowledge thereof, of the institution or filing of any litigation, action, suit, claim, counterclaim, or administrative proceeding against, or investigation of, the Applicant or any Subsidiary or to which the Applicant or any Subsidiary is a party by or before any regulatory body or governmental agency (i) the outcome of which (A) could reasonably be expected to have a Material Adverse Effect or could reasonably be expected to materially and adversely affect the Applicant’s ability to fulfill its obligations hereunder, or (B) involves more than $1,000,000 and is not covered by insurance carried by Applicant in accordance with Section 7.4 hereof, or (ii) which questions the validity of this Letter of Credit Reimbursement Agreement, the Letter of Credit, the Bonds, the Bond Documents or the Collateral Documents, or any action taken or to be taken pursuant to the foregoing; and furnish or cause to be furnished to the Bank such information regarding the same as the Bank may request from time to time.

7.9    Judgments . Promptly notify the Bank in writing as soon as the Applicant has knowledge thereof, of any judgment, order or award of any court, agency or other governmental agency or any arbitrator, (a) the outcome of which could reasonably be expected to have a Material Adverse Effect or could reasonably be expected to materially and adversely affect the Applicant’s ability to fulfill its obligations hereunder or which involves more than $1,000,000 unless adequately covered by insurance, or (b) renders invalid this Letter of Credit Reimbursement Agreement, the Letter of Credit or any action taken or to be taken pursuant to any of the foregoing, and furnish or cause to be furnished to the Bank such information regarding the same as the Bank may request.

7.10    Notice . Promptly notify the Bank in writing of (a) any pending or future audits of the Applicant’s or any Subsidiary’s federal income tax returns by the Internal Revenue Service as soon as the Applicant has knowledge thereof, and the results of each such audit upon its completion; (b) any default by the Applicant or any Subsidiary in the performance of, or any material modifications of, any of the terms or conditions contained in any agreement, mortgage, indenture or instrument relating to borrowed money to which the Applicant or any Subsidiary is a party or which is binding upon the Applicant or any Subsidiary and of any default by the Applicant or any Subsidiary in the payment of any of its indebtedness; (c) any default by the Applicant in the performance of any of the terms or conditions contained in any of the Collateral Documents or any of the Bond Documents. The Applicant shall not, however, be required t