Contract analysis

1. IRREVOCABLE UNDERTAKING; STATED AMOUNT Tralvendo National Bank, N.A. (the "Issuing Bank") hereby issues, in favor of Meridian DataCore Solutions Inc. (the "Beneficiary"), this Irrevocable Standby Letter of Credit (this "Letter of Credit") for the account of Saguaro Flats Solar LLC (the "Applicant"). The initial stated amount of this Letter of Credit is Seven Million United States Dollars (USD $7,000,000) (as such

2. EXPIRY DATE; AUTOMATIC RENEWAL (EVERGREEN) 2.1 Initial Expiry Date This Letter of Credit shall expire at 5:00 p.m. (Central Time) on the date that is one (1) year from the Date of Issuance set forth above (the "Initial Expiry Date"), unless extended in accordance with Section 2.2 below. 2.2 Automatic Extension (Evergreen) This Letter of Credit shall be automatically extended, without amendment and without the nece

4. CONDITIONS FOR DRAWING; DRAW MECHANICS 4.1 Drawing Generally Beneficiary may draw upon this Letter of Credit by presenting to Issuing Bank, at or before 3:00 p.m. (Central Time) on a Business Day (as defined in the Agreement), at Issuing Bank's office at the following address: Tralvendo National Bank, N.A. Standby Letter of Credit Department 600 Main Street, Suite 3000 Dallas, TX 75202 Attention: Trade Services —

5. REINSTATEMENT If any payment made by Issuing Bank under this Letter of Credit is subsequently rescinded, avoided, set aside, or recovered from Beneficiary for any reason whatsoever, including, without limitation, as a result of any bankruptcy, insolvency, reorganization, receivership, composition, or similar proceeding affecting Applicant or any other person, or as a result of any preference, fraudulent conveyance

6. TRANSFER 6.1 Transferability. This Letter of Credit is transferable in whole, but not in part, by Beneficiary to any successor or assignee of Beneficiary's rights under the Agreement. A transfer in part is not permitted and Issuing Bank shall not be obligated to give effect to any purported partial transfer. 6.2 Transfer Procedure To effect a transfer of this Letter of Credit, Beneficiary shall present to Issuing

7. ISSUING BANK OBLIGATIONS; INDEPENDENCE OF LETTER OF CREDIT 7.1 Individual Obligation This Letter of Credit is the individual obligation of Issuing Bank, payable from Issuing Bank's own funds. The obligations of Issuing Bank hereunder are entirely separate and independent from, and shall not be affected by, the validity, enforceability, or performance of the Agreement or any other contract, agreement, or arrangemen

8. GOVERNING RULES; APPLICABLE LAW 8.1 ISP98. This Letter of Credit is subject to, and shall be interpreted in accordance with, the International Standby Practices 1998 (ISP98), International Chamber of Commerce Publication No. 590 (the "ISP98"). In the event of any conflict between the terms of this Letter of Credit and the ISP98, the terms of this Letter of Credit shall control. 8.2 Governing Law To the extent not

9. COMMUNICATIONS AND NOTICES All notices, demands, requests, and other communications required or permitted to be given under this Letter of Credit shall be in writing and shall be deemed duly given when (a) delivered by hand, (b) sent by registered mail, postage prepaid, return receipt requested, (c) sent by nationally recognized overnight courier service, or (d) transmitted by facsimile or SWIFT message (with conf

10. MISCELLANEOUS This Letter of Credit sets forth in full the terms of the undertaking of Issuing Bank, and such undertaking shall not be modified, amended, amplified, or limited by reference to any document, instrument, or agreement referred to herein (including the Agreement), except for the ISP98 and the annexes attached hereto. No course of dealing between Issuing Bank and any other party shall be effective to m

1. The original of the Letter of Credit; and

2. Issuing Bank's transfer fee in the amount of USD $__ (not to exceed USD $2,500), payable by [wire transfer / check] as follows: ________ The undersigned confirms that the undersigned is duly authorized to execute and deliver this Transfer Request on behalf of Beneficiary and to effect the transfer of the Letter of Credit as described herein. Upon completion of the transfer, all references to "Beneficiary" in the L