CREDIT AGREEMENT

                              M/I HOMES, INC.

SECTION                                           HEADING PAGE #

1.1.          Certain Defined Terms.

1.2.          Other Definitional Provisions and Construction.

2.1.          The Letters of Credit.

2.2.          Provisions Applicable to the Credit Extensions and the Letters of Credit.

2.3.          Pending Defaults.

2.4.          Increased Costs and Capital Requirements.

2.5.          Illegality and Impossibility.

2.6.          Survival of Obligations.

3.1.          Fees.

3.2.          Method of Payment.

4.1.          Collateral Deposit Account.  All Obligations under this Agreement shall be secured by the Collateral.

5.1.          Conditions Precedent to Initial Credit Extensions.

5.2.          Conditions Precedent to Subsequent Letter of Credit Issuances.

6.1.          Organization and Authority.

6.2.          Borrowing is Legal and Authorized.

6.3.          Margin Loans and Purchase of Ineligible Securities.

6.4.          Taxes.

6.5.          Compliance with Law.

6.6.          Financial Statements; Full Disclosure.

6.7.          Litigation; Adverse Effects.

6.8.          Solvency.

6.9.          Government Consent.

6.10.              No Liens on Collateral.

6.11.              No Defaults.

7.1.          Payment of Taxes and Claims.

7.2.          Place of Business; Books and Records.

7.3.          Proper Books; Collateral.

7.4.          Restriction on Fundamental Changes; Conduct of Business.

7.5.          Negative Pledge.

9.1.          Events of Default.

9.2.          Default Remedies.

10.1.              Notices.

10.2.              Costs and Expenses.

10.3.              Survival, Successors and Assigns.

10.4.              Amendment and Waiver.

10.5.              Enforceability and Governing Law.

10.6.              Confidentiality.

10.7.              Section Headings.

10.8.              Interpretation.

10.9.              Severability of Provisions.

10.10.              Counterparts; Facsimile Execution.

10.11.              Revival and Reinstatement of Obligations.

10.12.              Integration.

10.13.              Waiver of Right to Trial by Jury.

10.14.              No Consequential Damages.

10.15.              Indemnity.

10.16.              Patriot Act Notice.

Exhibit A                                - Application and Agreement for Letter of Credit

Exhibit B                                - Form of Compliance Certificate

Schedule 5.1                                - Conditions Precedent to Initial Letter of Credit Issuance

This Credit Agreement (this “ Agreement ”) is entered into at Columbus, Ohio, between THE HUNTINGTON NATIONAL BANK, a national banking association with a place of business in Columbus, Ohio (“ Lender ”), and M/I Homes, Inc., an Ohio corporation with its principal place of business in Columbus, Ohio (“ Borrower ”), as of July 27, 2009.

1.1.   Certain Defined Terms .

The following terms used in this Agreement or in the other Loan Documents executed in connection herewith shall have the following meanings, applicable both to the singular and the plural forms of the terms defined.  As used in this Agreement:

“ Affiliate ” means, as applied to any Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with, such Person, or is a family member related by birth or marriage.  For purposes of this definition only, “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of equity interests, by contract, or otherwise; provided , however , that, in any event: (i) any Person which owns directly or indirectly ten percent (10%) or more of the securities having ordinary voting power for the election of directors or other members of the governing body of a Person or ten percent (10%) or more of the partnership, member or other ownership interests of a Person (other than as a limited partner of such Person) shall be deemed to control such Person; (ii) each director (or manager) of a Person shall be deemed to be an Affiliate of such Person; and (iii) each partnership or joint venture in which a Person is a partner or joint venturer shall be deemed to be an Affiliate of such Person.

“ Agreement ” means this Credit Agreement.

“ Application and Agreement for Letter of Credit ” shall mean an application and agreement for standby letter of credit by, between, and among Borrower and Lender, in a form provided by Lender substantially in the form attached hereto as Exhibit A , either as originally executed or as it may from time to time be supplemented, modified, amended, renewed, or extended.

“ Bankruptcy Code ” means Title 11 of the United States Code (11 USC, § 101 et seq ), as amended from time to time, and any successor statute thereto, including (unless the context requires otherwise) any rules or regulations promulgated thereunder.

“Base Rate ” means the rate established by The Huntington National Bank from time to time designated as its prime rate based on its consideration of economic, money market, business and competitive factors, and such rate is not necessarily the most favored rate of such Person.  Each change in the Base Rate shall automatically and immediately change the interest rate on all applicable advances bearing the Base Rate without notice to Borrower, subject to any maximum or minimum interest rate limitation specified by applicable law.

“ Borrower ” is defined in the preamble.

“ Business Day ” means any day that is not a Saturday, Sunday, or other day on which national banks are authorized or required to close.

“ Capital Lease ” means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

“ Change of Control ” means the occurrence of any of the following: (a) any Person or group (as that term is understood under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and the rules and regulations thereunder) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of a percentage (based on voting power, in the event different classes of stock shall have different voting powers) of the voting stock of Borrower equal to at least fifty percent (50%); or (b) as of any date a majority of the board of Directors of Borrower Parent consists of individuals who were not either (i) directors of Borrower as of the corresponding date of the previous year, (ii) selected or nominated to become directors by the Board of Directors of Borrower of which a majority consisted of individuals described in clause (b)(i) above or (iii) selected or nominated to become directors by the Board of Directors of Borrower of which a majority consisted of individuals described in clause (b)(i) above and individuals described in clause (b)(ii) above.

“ Closing Date ” means the date of the making of the initial Credit Extension hereunder.

“ Collateral ” means all now owned or hereafter acquired right, title and interest in property of Borrower in or upon which a first and exclusive security interest or Lien is granted to Lender, under this Agreement, any security agreement or under any of the other Loan Documents and shall include without limitation all right, title and interest in any Deposit Account, monies, funds or other property in the Deposit Collateral Account and all Proceeds thereof.

“ Commitment Fee ” means a commitment fee equal to 15 basis points (0.15%) of the Letter of Credit Commitment, payable on the date hereof.

“ Contingent Obligations ” means any agreement, undertaking or arrangement by which any Person assumes, guaranties, endorses, agrees to provide funding, or otherwise becomes or is contingently liable upon the obligation or liability of any other Person.

“ Credit Extension ” is defined in Section 2.1 .

“ Customs ”   is defined in Section 2.1(h)(iv) .

“ Default Rate ” means, at any time, in respect of any Credit Extension, advance, fee or any other amount under this Agreement or any other Loan Document that is not paid when due to Lender (whether at stated maturity, by acceleration or mandatory prepayment or otherwise), a rate per annum during the period from and including the due date to but excluding the date on which such amount is paid in full equal to the sum of (x) four percent (4%) per annum plus (y) the related fixed or variable interest rate or fee otherwise applicable to such Credit Extension, advance, fee or other amount.  In respect of failure to pay any Reimbursement Obligation, the Default Rate shall be five percent (5.00%) per annum in excess of the Base Rate.

“ Deposit Accounts ” means “deposit accounts” (as defined in the UCC), all deposit accounts, whether general, special, time, demand, provisional, or final, all cash or monies wherever located, any and all deposits or other sums at any time due to such Person, which now or hereafter are at any time in the possession or control of Lender or in the possession of any third party acting in Lender’s behalf, without regard to whether Lender received the same in pledge for safekeeping, as agent for collection or transmission or otherwise, or whether Lender has conditionally released the same.

“ Deposit Collateral Account ” is defined in Section 2.1(g) .

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute thereto, including without limitation (unless the context otherwise requires), any rules or regulations promulgated thereunder.

“ Event of Default ” means an event described in Section 9.1 .

“ Financial Officer ” means the chief executive officer, president, chief financial officer or treasurer of Borrower.

“ GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board, the American Institute of Certified Public Accountants and the Financial Accounting Standards Board as in effect from time to time in the United States consistently applied.

“ Governmental Acts ”   is defined in Section 2.1(f) .

“ Governmental Authority ” means any nation or government, any federal, state, local or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government, including any authority or other quasi-governmental entity established to perform any of such functions.

“ Indebtedness ” means, at any time, (i) all indebtedness, obligations or other liabilities (other than accounts payable arising in the ordinary course of business payable on terms customary in the trade) which in accordance with GAAP should be classified as liabilities on the balance sheet of such Person, including without limitation, (A) for borrowed money or evidenced by debt securities, debentures, acceptances, notes or other similar instruments, and any accrued interest, fees and charges relating thereto, (B) under profit payment agreements or in respect of obligations to redeem, repurchase or exchange any securities or to pay dividends in respect of any stock, (C) with respect to letters of credit, bankers acceptances, interest rate swaps or other contracts, currency agreement or other financial products, (D) to pay the deferred purchase price of property or services, or (E) in respect of Capital Leases; (ii) all indebtedness, obligations or other liabilities secured by a lien on any property, whether or not such indebtedness, obligations or liabilities are assumed by the owner of the same; and (iii) all Contingent Obligations.

“ Insolvency Proceeding ” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, receivership, assignment for the benefit of creditors, formal or informal moratorium, forbearance, composition, extension generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

“ IRC ” means the Internal Revenue Code, as amended from time to time, and any successor statute thereto, including (unless the context requires otherwise) any rules or regulations promulgated thereunder.

“ Land ” means, in respect of any Person, all present and future plots or parcels of land, whether now owned,  leased or entitled or hereafter acquired (including, in respect of Borrower, as reflected in the most recent financial statements) by such Person.

“ Lender ” is defined in the preamble and shall include The Huntington National Bank or any of its Affiliates in its capacity as an issuer of Letters of Credit under this Agreement.

“ Letter of Credit ” and “ Letters of Credit ” shall mean any letter of credit issued by Lender as issuing bank for the account of Borrower, either as originally issued or as the same may, from time to time, be amended or otherwise modified, extended, or replaced.

“ Letter of Credit Commitment ” means the commitment of such Lender to provide Letter of Credit Exposure in an aggregate amount not to exceed $8,750,000.

“ Letter of Credit Documents ” is defined in Section 2.1(b) .

“ Letter of Credit Draft ” means a draft drawn on Lender pursuant to a Letter of Credit.

“ Letter of Credit Exposure ” shall mean, as of any date of determination, the aggregate undrawn stated amount of all outstanding Letters of Credit plus the aggregate of all amounts drawn under Letters of Credit for which Lender has not yet received payment or reimbursement; provided, however , that the Letter of Credit Exposure shall at no time exceed the aggregate sum of the Letter of Credit Commitment.

“ Letter of Credit Fee ” shall mean (i) a fee equal to one and one-half percent (1.50%) per annum of the stated amount of each Letter of Credit, due and payable in advance to Lender upon the issuance of each Letter of Credit.

“ Letter of Credit Reimbursement Obligation ” is defined in Section 2.1(d) .

“ Lien ” means any interest in an asset securing an obligation owed to, or a claim by, any Person other than the owner of the asset, whether such interest shall be based on the common law, statute, or contract, whether such interest shall be recorded or perfected, and whether such interest shall be contingent upon the occurrence of some future event or events or the existence of some future circumstance or circumstances, including the lien or security interest arising from any mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment (collateral or otherwise), hypothec, deposit arrangement, security agreement, conditional sale, trust receipt, lease, consignment, or bailment for security purposes, judgment, claim encumbrance or statutory trust and also including reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting real property.

“ Loan Documents ” means this Agreement, each Application and Agreement for Letter of Credit, reimbursement agreements, any security agreement, any guaranties of the Credit Extensions, any cash management agreements, subordination and intercreditor agreements, deposit account control agreements, collateral assignments, pledge agreements, security agreements, mortgages, deeds of trusts and collateral agreements executed in connection with this Agreement, and all other documents, instruments and agreements executed in connection therewith or contemplated thereby, as the same may be amended, restated or otherwise modified and in effect from time to time.

“ Master Credit Facility ” means that certain Second Amended and Restated Credit Agreement, effective as of October 6, 2006, by and among Borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as agent for the lenders party thereto and the other agents party thereto, as amended, restated, supplemented or otherwise modified from time to time.

“ Master Credit Facility Default ” means a default or event of default by Borrower under the terms of the Master Credit Facility.

“ Material Adverse Effect ” means, at any time, a material adverse effect in respect of Borrower upon (i) the business, condition (financial or otherwise), operations, performance, properties or prospects of any such Person, (ii) the ability of any such Person to perform its respective obligations under this Agreement, any Loan Document or any document, agreement, guaranty, or instrument executed in connection herewith, or (iii) the ability of Lender to enforce the terms of this Agreement, any other Loan Documents, or any document, agreement, guaranty, or instrument executed in connection herewith.

“ Maturity Date ” means August 31, 2011.

“ Obligations ” means all Credit Extensions, advances, Indebtedness, debts, principal, interest (including without limitation any interest that but for the provision of the Bankruptcy Code would have accrued), Contingent Obligations, obligations, fees, charges, costs, expenses, indemnification obligations, lease payments, liabilities, owing, or due or payable or to become due and payable by Borrower to Lender or any affiliate of Lender of any kind or nature, present or future under this Agreement, whether or not evidenced by any Application and Agreement for Letter of Credit, note, draft, letter of credit, guaranty, instrument or other Loan Document, whether direct or indirect, acquired by assignment or otherwise, absolute or contingent, liquidated or unliquidated, due or to become due, now existing or arising hereafter and however acquired or incurred (including principal, interest, late charges, collection costs, attorneys’ fees and other amounts chargeable under this Agreement or under any other Loan Document), and any and all amendments, extensions, modifications, supplements, renewals of or substitutes thereto, thereof and therefor, both prior to and subsequent to any Insolvency Proceeding.

“ Pending Default ” is defined in Section 2.3 .

“ Permitted Contest ” means the right of Borrower to contest or protest any Lien (other than any such Lien that secures the Obligations), taxes (other than payroll taxes or taxes that are the subject of a United States federal tax lien), or rental payment, provided that (i) a reserve with respect to such obligation is established on Borrower’s books and records in such amount as is required under GAAP, (ii) any such protest is instituted promptly and prosecuted diligently by Borrower in good faith, and (iii) Lender is satisfied in its sole, good faith discretion, that, while any such protest is pending, there will be no impairment of the enforceability, validity, or priority of any of Lender’s Liens.

“ Permitted Liens ” means any Lien on the Collateral held by Lender or Affiliates of Lender.

“ Person ” means any individual, corporation, firm, enterprise, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company or any other entity of any kind or any government or political subdivision or any agency, department or instrumentality thereof.

“ Proceeds ” means, “proceeds” (as defined in the UCC), all cash and non-cash proceeds, substitutions, replacements, additions and accessions to any Collateral, all documents, negotiable documents, documents of title, warehouse receipts, storage receipts, dock receipts, dock warrants, express bills, freight bills, airbills, bills of lading, and other documents relating thereto, all products thereof, including but not limited to, notes, drafts, checks, instruments, insurance proceeds, indemnity proceeds, warranty and guaranty proceeds.

“ Real Property ” means, in respect of any Person, the Land of such Person, together with the right, title and interest of such Person, if any, in and to the streets, the Land lying in the bed of any streets, roads or avenues, opened or proposed, in front of, the air space and development rights pertaining to the Land and the right to use such air space and development rights, all rights of way, privileges, liberties, tenements, hereditaments and appurtenances belonging or in any way appertaining thereto, all fixtures, all easements now or hereafter benefiting the Land and all royalties and rights appertaining to the use and enjoyment of the Land, including all alley, vault, drainage, mineral, water, oil and gas rights, together with all of the buildings and other improvements now or hereafter erected on the Land and any fixtures appurtenant thereto.

“ Requirements of Law ” means, as to any Person, the charter and by-laws or other organization or governing documents of such Person, and any law, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, including without limitation, the Securities Act of 1933, the Securities Exchange Act of 1934, Regulations T, U and X, ERISA, the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act, Americans With Disabilities Act of 1990, and any certificate of occupancy, zoning ordinance, building, environmental or land use requirement or permit or environmental, labor, employment, occupational safety or health law, rule or regulation.

“ Solvent ” means, with respect to any Person, that at the time of determination: (i) the fair market value of its assets is in excess of the total amount of its liabilities (including, without limitation, Contingent Obligations);  (ii) the present fair saleable value of its assets is greater than its probable liability on its existing debts as such debts become absolute and matured; (iii) it is then able and expects to be able to pay its debts (including, without limitation, contingent debts and other commitments) as they mature; and (iv) it has capital sufficient to carry on its business as conducted and as proposed to be conducted,

“ Subsidiary ” of   a Person means any corporation, partnership, limited liability company or other entity in which such Person directly or indirectly owns or controls the securities or other ownership interests having ordinary voting power to elect a majority of the board of directors, or appoint managers or other persons performing similar functions.

“ UCC ” means the Ohio Uniform Commercial Code, as in effect from time to time; provided , however , that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of Lender’s security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Ohio, the term “ UCC ” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

“ Unused Commitment Fee ” means a commitment fee accruing at a rate equal to 15 basis points (0.15%) per annum on the amount by which the Letter of Credit Commitment exceeds the average daily Letter of Credit Exposure in effect from time to time.

“ Voidable Transfer ” is defined in Section 10.12 .

1.2.   Other Definitional Provisions and Construction .

(a)           Any terms used in this Agreement or in any Loan Document that are defined in the UCC shall have the meanings given such terms therein, unless otherwise defined herein.

(b)           Any accounting terms used in this Agreement or in any Loan Document and not specifically defined herein shall be construed in accordance with the respective meanings given to such terms under GAAP. When used herein, the term “financial statements” shall include the notes and schedules thereto.

(c)           Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, and the term “including” is not limiting, the words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be.  Any reference in this Agreement or in the other Loan Documents to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable.  Any reference herein to any Person shall be construed to include such Person’s successors and assigns.

(d)           All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

2.1.   The Letters of Credit .

Lender, as issuing bank, subject to the terms and conditions hereof, will issue Letters of Credit and permit Letter of Credit Exposure for the account of Borrower in the aggregate up to the amount of the Letter of Credit Commitment (the “ Credit Extensions ”).  At no time shall the aggregate Letter of Credit Exposure exceed the Letter of Credit Commitment.  Borrower unconditionally promises to pay when due the amount of each Letter of Credit Reimbursement Obligation, all unpaid interest and fees accrued thereon and all other Obligations incurred by it, in accordance with the terms of this Agreement and the other Loan Documents.  Each Letter of Credit shall be issued for the account of Borrower through one of Lender’s branches, denominated in U.S. dollars, from time to time during the period commencing on the date hereof and ending on the date ninety-one (91) days prior to the Maturity Date.

(a)            Types and Amounts .  Lender shall not have any obligation to and shall not (i) issue (or amend) any Letter of Credit if on the date of issuance (or amendment), before or after giving effect to the Letter of Credit requested hereunder, the aggregate outstanding dollar amount of Letters of Credit Exposure would exceed the Letter of Credit Commitment, calculated as of the date of issuance of any Letter of Credit; or (ii) issue any Letter of Credit which has an expiration date, or amend any Letter of Credit such that it has an expiration date, later than the date that is the earlier of twelve (12) months after the date of issuance thereof or the Maturity Date.  No Letters of Credit with expiry dates of one year or longer shall be issued after August 30, 2010.

(b)            Conditions .  In addition to the satisfaction of the conditions contained in Sections 5.1 and 5.2 , the obligation of Lender to issue any Letter of Credit is subject to the satisfaction in full of the following conditions: (i) Borrower shall have delivered to the Lender at such times and in such manner as Lender may prescribe, a request for issuance of such Letter of Credit in form acceptable to Lender, a duly executed Application and Agreement for such Letter of Credit, and such other documents, instructions and agreements as may be required pursuant to the terms thereof (all such applications, documents, instructions, and agreements being referred to herein as the “ Letter of Credit Documents ”), (ii) the proposed Letter of Credit shall be satisfactory to Lender as to form and content; and (iii) as of the date of issuance no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain Lender from issuing such Letter of Credit and no law, rule or regulation applicable to Lender and no request or directive (whether or not having the force of law) from a Governmental Authority with jurisdiction over Lender shall prohibit or request that Lender refrain from the issuance of Letters of Credit generally or the issuance of that Letter of Credit.

(c)            Procedure for Issuance of Letters of Credit .  (i) Subject to the terms and conditions hereof and provided that the applicable conditions set forth in Sections 5.1 and 5.2 hereof have been satisfied, Lender, on the requested date, but no earlier than twenty-four (24) hours after receiving the application for issuance, shall issue a Letter of Credit on behalf of Borrower in accordance with Lender’s usual and customary business practices, and (ii) Lender shall not extend or amend any Letter of Credit unless the requirements of this Section 2.1(c) are met as though a new Letter of Credit was being requested and issued.

(d)            Reimbursement Obligation.   Borrower agrees unconditionally, irrevocably and absolutely to pay immediately to Lender the amount of each advance drawn under or pursuant to a Letter of Credit or an Letter of Credit Draft related thereto (such obligation of Borrower to reimburse Lender for an advance made under a Letter of Credit or Letter of Credit Draft being hereinafter referred to as a “ Letter of Credit Reimbursement Obligation ”), each such reimbursement to be made by Borrower no later than the Business Day on which Lender makes payment of each such Letter of Credit Draft. If, for any reason, Borrower fails to repay an Letter of Credit Reimbursement Obligation on the day such Letter of Credit Reimbursement Obligation arises, then such Letter of Credit Reimbursement Obligation shall bear interest from and after such day, until paid in full, at the Default Rate.

(e)            Letter of Credit Fees Upon Issuance .  Borrower agrees to pay to Lender: (i) in advance, upon the first day of issuance of each Letter of Credit, a Letter of Credit Fee and (ii) all customary fees and other issuance, amendment, document examination, negotiation and presentment expenses and related charges in connection with the issuance, amendment, presentation of Letter of Credit Drafts, and the like customarily charged by Lender with respect to Letters of Credit, including without limitation, standard commissions with respect to commercial Letters of Credit payable at the time of invoice of such amounts.

(f)            Indemnification; Exoneration .  (i) In addition to amounts payable as elsewhere provided in this Section 2.1 , Borrower hereby agrees to protect, indemnify, pay and save harmless Lender from and against any and all liabilities and costs which Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit other than as a result of Lender’s gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (B) the failure of Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “ Governmental Acts ”).

(ii)           As among Borrower and Lender, Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Let