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'0000000138501195-1147004172025*
<br />IRREVOCABLE LETTER OF CREDIT
<br />Borrower: SHERMAN PARTNERS SB, LLC Lender: Renasant Bank
<br />a Tennessee limited liability company CML NSH CRE NASHVILLE MAIN WEST END
<br />605 WESTVIEW AVE. 1820 WEST END AVE
<br />NASHVILLE, TN 37205 NASHVILLE, TN 37203
<br />(877) 367-5371
<br />Beneficiary: CITY OF SOUTH BEND
<br />227 W.JEFFERSON BLVD.
<br />SOUTH BEND, IN 46601
<br />NO.: 4536
<br />EXPIRATION DATE. This letter of credit shall expire upon the earlier of the dose of business on 04-17-2026 and all drafts and accompanying
<br />statements or documents must be presented to Lender on or before that time, or the day that Lender honors a draw under which the full amount
<br />of this Letter of Credit has been drawn (the "Expiration Date").
<br />AMOUNT OF CREDIT. Lender hereby establishes at the request and for the account of Borrower, an Irrevocable Letter of Credit in favor of
<br />Beneficiary for a sum of Seventy-two Thousand & 00/100 Dollars ($72,000.00) (the "Letter of Credit"). These funds shall be made available to
<br />Beneficiary upon Lender's receipt from Beneficiary of sight drafts drawn on Lender at Lender's address indicated above (or other such address
<br />that Lender may provide Beneficiary in writing) during regular business hours and accompanied by the signed written statements or documents
<br />indicated below.
<br />WARNING TO BENEFICIARY: PLEASE EXAMINE THIS LETTER OF CREDIT AT ONCE. IF YOU FEEL UNABLE TO MEET ANY OF ITS
<br />REQUIREMENTS, EITHER SINGLY OR TOGETHER, YOU SHOULD CONTACT BORROWER IMMEDIATELY TO SEE IF THE LETTER OF CREDIT
<br />CAN BE AMENDED. OTHERWISE, YOU WILL RISK LOSING PAYMENT UNDER THIS LETTER OF CREDIT FOR FAILURE TO COMPLY STRICTLY
<br />WITH ITS TERMS AS WRITTEN.
<br />DRAFT TERMS AND CONDITIONS. Lender shall honor drafts submitted by Beneficiary under the following terms and conditions: When
<br />accompanied by a signed statement from an authorized representative of CITY OF SOUTH BEND stating that SHERMAN PARTNERS SB, LLC has
<br />failed to honor their contractual agreement with CITY OF SOUTH BEND (Beneficiary), its subsidiaries and affiliates.
<br />Upon Lender's honor of such drafts, Lender shall be fully discharged of Lender's obligations under this Letter of Credit and shall not be obligated
<br />to make any further payments under this Letter of Credit once the full amount of credit available under this Letter of Credit has been drawn.
<br />Beneficiary shall have no recourse against Lender for any amount paid under this Letter of Credit once Lender has honored any draft or other
<br />document which complies strictly with this Letter of Credit, and which on its face appears otherwise in order but which is signed, issued, or
<br />presented by a party or under the name of a party purporting to act for Beneficiary, purporting to claim through Beneficiary, or posing as
<br />Beneficiary without Beneficiary's authorization. By paying an amount demanded in accordance with this Letter of Credit, Lender makes no
<br />representation as to the correctness of the amount demanded and Lender shall not be liable to Beneficiary, or any other person, for any amount
<br />paid or disbursed for any reason whatsoever, including, without limitation, any nonapplication or misapplication by Beneficiary of the proceeds of
<br />such payment. By presenting upon Lender or a confirming bank, Beneficiary certifies that Beneficiary has not and will not present upon the
<br />other, unless and until Beneficiary meets with dishonor. Beneficiary promises to return to Lender any funds received by Beneficiary in excess of
<br />the Letter of Credit's maximum drawing amount.
<br />USE RESTRICTIONS. All drafts must be marked "DRAWN UNDER Renasant Bank IRREVOCABLE LETTER OF CREDIT NO. 4536 DATED
<br />04-17-2025," and the amount of each draft shall be marked on the draft. Only Beneficiary may complete a draft and accompanying statements
<br />or documents required by this Letter of Credit and make a draw under this Letter of Credit. This original Letter of Credit must accompany any
<br />draft drawn hereunder.
<br />Partial draws are permitted under this Letter of Credit. Lender's honor of a partial draw shall correspondingly reduce the amount of credit
<br />available under this Letter of Credit. Following a partial draw, Lender shall return this original Letter of Credit to Beneficiary with the partial
<br />draw noted hereon; in the alternative, and in its sole discretion, Lender may issue a substitute Letter of Credit to Beneficiary in the amount
<br />shown above, less any partial draw(s).
<br />PERMITTED TRANSFEREES. The right to draw under this Letter of Credit shall be nontransferable, except for:
<br />A. A transfer (in its entirety, but not in part) by direct operation of law to the administrator, executor, bankruptcy trustee, receiver,
<br />liquidator, successor, or other representative at law of the original Beneficiary; and
<br />B. The first immediate transfer (in its entirety, but not in part) by such legal representative to a third party after express approval of a
<br />governmental body Qudicial, administrative, or executive).
<br />TRANSFEREES REQUIRED DOCUMENTS. When the presenter is a permitted transferee (i) by operation of law or (ii) a third party receiving
<br />transfer from a legal representative, as described above, the documents required for a draw shall include a certified copy of the one or more
<br />documents which show the presenters authority to claim through or to act with authority for the original Beneficiary.
<br />COMPLIANCE BURDEN. Lender is not responsible for any impossibility or other difficulty in achieving strict compliance with the requirements of
<br />this Letter of Credit precisely as written. Beneficiary understands and acknowledges: (i) that unless and until the present wording of this Letter
<br />of Credit is amended with Lender's prior written consent, the burden of complying strictly with such wording remains solely upon Beneficiary,
<br />and (ii) that Lender is relying upon the lack of such amendment as constituting Beneficiary's initial and continued approval of such wording.
<br />NONSEVERABILITY. If any aspect of this Letter of Credit is ever declared unenforceable for any reason by any court or governmental body
<br />having jurisdiction, Lender's entire engagement under this Letter of Credit shall be deemed null and void ab initio, and both Lender and
<br />Beneficiary shall be restored to the position each would have occupied with all rights available as though this Letter of Credit had never
<br />occurred. This non-severability provision shall override all other provisions in this Letter of Credit, no matter where such provision appears
<br />within this Letter of Credit.
<br />GOVERNING LAW. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the
<br />laws of the State of Tennessee without regard to its conflicts of law provisions, and except to the extent such laws are inconsistent with the
<br />2007 Revision of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce, ICC Publication No.
<br />600. This Agreement has been accepted by Lender in the State of Tennessee.
<br />EXPIRATION. Lender hereby agrees with Beneficiary that drafts drawn under and in compliance with the terms of this Letter of Credit will be
<br />duly honored if presented to Lender on or before the Expiration Date unless otherwise provided for above.
<br />ADDITIONAL RENEWAL TERMS. This Letter of Credit is valid for one year from 04/17/2025 and is automatically renewable for additional one
<br />year periods without any effort on the part of the Beneficiary at Renasant eank's option until the aforesaid contract is satisfied in full. Should
<br />Renasant Bank decide not to renew this Letter of Credit, Renasant Bank agrees to notify the Beneficiary in writing 60 days prior to expiration
<br />date, by registered mail, return receipt requested, at which time the Beneficiary can draw up to the amount then available of the Letter of Credit.
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