Common use of Credit Facilities Clause in Contracts

Credit Facilities. (a) On the date of initial issuance of the Bonds, the Borrower shall deliver (or cause to be delivered) to the Trustee the Initial Credit Facility. (b) The Borrower may at any time provide a Credit Facility with respect to any Bonds and terminate any such Credit Facility; provided that no such termination may be effected with respect to the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. The Borrower may substitute a Credit Facility for any Credit Facility then in effect; provided that no such substitution may be made with respect to the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. Prior to the provision or termination by the Borrower of any Credit Facility (whether in connection with the substitution of an existing Credit Facility or otherwise), there shall be delivered to the Authority and the Trustee (i) an Opinion of Counsel, which shall be Bond Counsel, to the effect that the delivery or termination, as the case may be, of such Credit Facility is permitted under the Indenture and this Agreement and complies with the terms of this Agreement and that the delivery or termination, as the case may be, of such Credit Facility will not adversely affect the tax-exempt status of interest on the Bonds and (ii) an Opinion of Counsel to the effect that such Credit Facility is the legal, valid and binding obligation of the Credit Facility Provider, enforceable in accordance with its terms. Upon provision of a Credit Facility to the Trustee and the foregoing Opinion of Counsel to the Authority and the Trustee, the Trustee shall accept such Credit Facility and, if so directed by the Borrower, upon the effective date of the Credit Facility promptly surrender the previously held Credit Facility, if any, in accordance with the respective terms thereof for cancellation. If at any time there shall cease to be any Bonds Outstanding secured by a Credit Facility or provision for payment of such Bonds has been made in accordance with Article X of the Indenture, the Trustee shall promptly surrender such Credit Facility in accordance with the terms of the Credit Facility for cancellation. The Trustee shall comply with the procedures set forth in the Credit Facility relating to the termination thereof. (c) Not less than 15 days prior to the termination, removal, substitution or delivery of any Credit Facility or the expiration of an existing Credit Facility with respect to the Bonds, the Borrower shall send written notice of such termination, removal, substitution, delivery or extension to the Trustee together with, as applicable, an agreement to extend the Credit Facility. Such notice shall also state, if applicable, the name of the provider of the proposed Credit Facility and its terms.

Credit Facilities. (a) On Acquisition Capital Line of Credit. PMSI, Newco, Moadel and PC (as applicable) each agree to execute, on or before the Closing Date (i) the Loan Agreement in substantially the form attached hereto as Exhibit D1 (the "Loan Agreement"), which provides for a term loan facility, in the maximum principal amount of $10,000,000 (the "Acquisition Line"), pursuant to which Newco shall be entitled, subject to the conditions and limitations contained in the Loan Agreement, to borrow funds, from time to time, in order to finance up to one hundred percent (100%) of the purchase price of an Existing Location being acquired (not developed) by Newco and (ii) the Assignment and Security Agreement in substantially the form attached hereto as Exhibit D2, securing Newco's obligations under the Loan Agreement. In connection with the Acquisition Line, Newco agrees to execute, and all parties hereto agree to vote their interests in Newco, if any, and to take such other action as may be necessary, to cause any entity through which Newco acquires or develops a Target Location (regardless of whether funded using the Acquisition Line) to execute, on or before each closing date of initial issuance a Target Location acquisition or the commencement of development, a Promissory Note in substantially the form attached hereto as Exhibit D3 and an Assignment and Security Agreement in substantially the form attached hereto as Exhibit D4. In addition, if Newco is to obtain, through development or acquisition, directly or indirectly, a one hundred percent (100%) interest in any Target Location, Newco, then all parties hereto shall cause such Target Location to execute a security agreement, acceptable in form and substance to PMSI, granting to PMSI the highest available priority security interest in all of the Bonds, the Borrower shall deliver (or cause to be delivered) to the Trustee the Initial Credit Facilityassets of such Target Location. (b) The Borrower may at Notwithstanding anything herein to the contrary, PMSI's obligations to make each extension of credit pursuant to subsection (a) above are subject entirely and in all respects to PMSI's obtaining prior written approval from the bank syndication under its outstanding borrowing facilities. Each of the parties to this Agreement acknowledges and agrees that the assignment and security agreements, and security agreements, executed pursuant to this Section will be assignable, and that PMSI intends to make a collateral assignment for the benefit of one or more of its lenders. In addition, each of the parties to this Agreement agrees to take such action (including voting their interests in any time provide a Credit Facility with respect to any Bonds and terminate any such Credit Facility; provided that no such termination entity) which may be effected with respect necessary to ensure the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. The Borrower may substitute a Credit Facility for any Credit Facility then in effect; provided that no such substitution may be made with respect to the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. Prior to the provision or termination by the Borrower filing and perfection of any Credit Facility (whether in connection with the substitution of an existing Credit Facility or otherwise), there shall be delivered to the Authority and the Trustee (i) an Opinion of Counsel, which shall be Bond Counsel, to the effect that the delivery or termination, as the case may be, of such Credit Facility is permitted under the Indenture and this Agreement and complies with the terms of this Agreement and that the delivery or termination, as the case may be, of such Credit Facility will not adversely affect the tax-exempt status of interest on the Bonds and (ii) an Opinion of Counsel to the effect that such Credit Facility is the legal, valid and binding obligation of the Credit Facility Provider, enforceable in accordance with its terms. Upon provision of a Credit Facility to the Trustee and the foregoing Opinion of Counsel to the Authority and the Trustee, the Trustee shall accept such Credit Facility and, if so directed by the Borrower, upon the effective date of the Credit Facility promptly surrender the previously held Credit Facility, if any, in accordance with the respective terms thereof for cancellation. If at any time there shall cease security interests required to be any Bonds Outstanding secured by a Credit Facility or provision for payment of such Bonds has been made in accordance with Article X of the Indenture, the Trustee shall promptly surrender such Credit Facility in accordance with the terms of the Credit Facility for cancellation. The Trustee shall comply with the procedures set forth in the Credit Facility relating granted pursuant to the termination thereofthis Section. (c) Not less than 15 days prior Each of the PCs acknowledges and agrees that none of Prime, PMSI or any affiliate of either of them may be required to (i) except as expressly set forth in this Article VIII, extend any financing, credit facilities, guarantees or other credit enhancements to any PC or Newco or (ii) issue any of its capital stock (or rights to acquire its capital stock) in connection with the acquisition or development of a Target Location (provided, however, that Prime, PMSI or such affiliate may elect to issue its capital stock in connection with the acquisition or development of a Target Location by Newco or any of its subsidiaries, and any such issuance shall be treated for all purposes as a loan by PMSI to Newco pursuant to the terminationAcquisition Line, removalin an amount equal to the fair market value of the capital stock issued on the date of issuance which, substitution in the case of PMSI, shall equal the average of the NASDAQ closing "bid" prices for the ten (10) trading days immediately preceding the closing of the related acquisition or delivery development). (d) Each of any Credit Facility PC and Newco acknowledges and agrees that Newco shall not distribute (or the expiration of an existing Credit Facility allow to be distributed) to its members, with respect to their respective membership interests, any cash or other property of Newco if, at the Bonds, the Borrower shall send written notice of such termination, removal, substitution, delivery or extension to the Trustee together with, as applicable, an agreement to extend the Credit Facility. Such notice shall also state, if applicable, the name of the provider time of the proposed distribution, any amounts (whether principal or interest) are outstanding under the Credit Facility Documents (as hereinafter defined); provided, however that this sentence shall not limit Newco's obligation to make Tax Distributions (as defined in Newco's Limited Liability Company Agreement) in the manner and to the extent contemplated in Newco's Limited Liability Company Agreement. Furthermore, each of the PC and Newco agrees that Newco, after making distributions to its termsmembers for tax purposes in the manner described in Newco's Limited Liability Company Agreement, shall pay all available cash flow to PMSI in payment of Newco's outstanding obligations, if any, under the Acquisition Line, irrespective of whether such payments exceed the minimum required payments under the Acquisition Line. For purposes of allocating such payments among any two or more of such outstanding obligations, such payments shall be allocated pro rata, based upon the respective balances of such obligations, unless (i) a greater portion of the payment is required to be paid toward a given obligation in order to prevent a default with respect to that obligation (but only to the extent necessary to prevent such a default) or (ii) majority of the managers of Newco elect to allocate the payments in a different manner (provided that Moadel's manager designee must have voted with the majority). (e) All of the loan agreements, promissory notes, guarantees, security agreements, assignment and security agreements and other agreements, documents or instruments required to be executed by any party pursuant to this Section are hereinafter collectively referred to as the "Credit Documents."

Credit Facilities. (a) On the date of initial issuance of the Bonds, the Borrower shall deliver (or cause to be delivered) to the Trustee During the Initial Credit Facility. (b) The Borrower may at any time provide a Period, no Credit Facility with respect has been obtained to any Bonds and terminate any such Credit Facility; provided that no such termination may be effected with respect to support the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the 2010 Bonds. The Borrower may substitute a Fiscal Agent shall hold and maintain any Credit Facility for any Credit Facility then in effect; provided that no such substitution may be made with respect to the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to benefit of the Bonds. Prior to the provision or termination by the Borrower of any Credit Facility (whether in connection with the substitution of an existing Credit Facility or otherwise), there shall be delivered to the Authority and the Trustee (i) an Opinion of Counsel, which shall be Bond Counsel, to the effect that the delivery or termination, as the case may be, of related Bondowners until such Credit Facility is permitted under the Indenture and this Agreement and complies with the terms of this Agreement and that the delivery or termination, as the case may be, of such Credit Facility will not adversely affect the tax-exempt status of interest on the Bonds and (ii) an Opinion of Counsel to the effect that such Credit Facility is the legal, valid and binding obligation of the Credit Facility Provider, enforceable terminates in accordance with its terms. Upon provision of a Credit Facility The Fiscal Agent shall, subject to the Trustee provisions of this Fiscal Agent Agreement, diligently enforce all terms, covenants and conditions of each Credit Facility, including payment when due of any draws on such Credit Facility, and will not consent to or agree to or permit any amendment or modification of either thereof which would materially adversely affect the foregoing rights or security of the Owners of the 2010 Bonds. The Fiscal Agent may rely on an Opinion of Counsel to in determining whether any such modification or amendment materially adversely affects the Authority and the Trustee, the Trustee shall accept such Credit Facility and, if so directed by the Borrower, upon the effective date rights or security of the Credit Facility promptly surrender Owners of the previously held Credit Facility, if any, in accordance with the respective terms thereof for cancellation2010 Bonds. If at any time there shall cease to be any Bonds Outstanding secured by a Credit Facility or provision for payment of such Bonds has been made in accordance with Article X of during the Indenture, the Trustee shall promptly surrender such Credit Facility in accordance with the terms of the Credit Facility for cancellation. The Trustee shall comply with the procedures set forth in the Credit Facility relating to the termination thereof. (c) Not less than 15 days prior to the termination, removal, substitution or delivery term of any Credit Facility any successor Fiscal Agent shall be appointed and qualified under this Fiscal Agent Agreement, the resigning or removed Fiscal Agent shall request that the expiration of an existing related Credit Provider transfer such Credit Facility to the successor Fiscal Agent. If the resigning or removed Fiscal Agent fails to make this request, the successor Fiscal Agent shall do so before accepting appointment. Upon the occurrence of one of the following events with respect to a Series of 2010 Bonds and after any draws on the Credit Facility required hereunder, the Fiscal Agent shall immediately surrender the applicable Credit Facility to the related Credit Provider for cancellation: (i) the Stated Expiration Date, (ii) the date that there are no longer any 2010 Bonds of such Series Outstanding under this Fiscal Agent Agreement, (iii) the Fixed Rate Date for such Series (unless such Credit Facility is to remain in effect with respect to any 2010 Bonds of such Series), (iv) the effective date of an Alternate Credit Facility for such Series (unless such Credit Facility is to remain in effect with respect to any 2010 Bonds of such Series), or (v) the date that all of the 2010 Bonds of such Series are defeased and this Fiscal Agent Agreement is discharged in accordance with its terms. If only one Series of 2010 Bonds is no longer outstanding under this Fiscal Agent Agreement, or if only one Series of 2010 Bonds is converted to a Fixed Rate, or if an Alternate Credit Facility is delivered with respect to only one Series of 2010 Bonds, or if only one Series of 2010 Bonds is defeased pursuant to this Fiscal Agent Agreement, the related Credit Facilities will remain in effect with respect to any other Series of 2010 Bonds Outstanding. Notwithstanding the provisions set forth above, if any of the events set forth in (ii) through (v) above occurs with respect to only one Series of 2010 Bonds, and the related Credit Facility has been in effect with respect to one or more other Series of 2010 Bonds, the Borrower shall send written notice of Fiscal Agent will not surrender such termination, removal, substitution, delivery or extension to the Trustee together with, as applicable, an agreement to extend the Credit Facility. Such notice shall also state, if applicable, the name of the provider of the proposed Credit Facility and its terms.

Credit Facilities. In the event that the Authority has or shall, directly or indirectly, enter into or otherwise consent to any credit agreement, bond purchase agreement, liquidity agreement, direct purchase agreement or other agreement or instrument (aor any amendment, supplement or modification thereto) On the date of initial issuance under which, directly or indirectly, any Person or Persons undertakes to make or provide funds to purchase, or otherwise extend credit or liquidity for, any obligations or indebtedness secured by a pledge, lien or charge upon any of the BondsRevenues senior to or on a parity with the lien of the 2015 GR-6 Notes (each such agreement referred to herein as a “Bank Agreement”), the Borrower shall deliver which such Bank Agreement (or cause to be deliveredamendment thereto) to the Trustee the Initial Credit Facility. provides such Person with more restrictive financial tests, covenants and ratios, different or more restrictive events of default or greater rights and remedies for default (b) The Borrower may at any time provide a Credit Facility with respect to any Bonds and terminate any such Credit Facility; provided that no such termination may be effected including rights of acceleration, declaration of mandatory tender, or amortization of bank bonds), and/or greater rights with respect to the Bonds security for Parity Reimbursement Obligations than are provided to the Bank in this GR Reimbursement Agreement (collectively, the “Incorporated Provisions”), the Authority shall provide the Bank with a copy of each such Bank Agreement and such Incorporated Provisions shall automatically be incorporated into the respective Article of this GR Reimbursement Agreement and the Bank shall have the benefits of such Incorporated Provisions as if specifically set forth herein, but only for the period during which such Bank Agreement remains in force and effect. The Authority shall promptly enter into an amendment to this GR Reimbursement Agreement to include such Incorporated Provisions (provided that the Bank shall maintain the benefit of such Incorporated Provisions even if the Authority fails to provide such amendment). Notwithstanding the foregoing, this Section 5.21 does not apply to any Commercial Paper Modeprovisions other than those set forth above and, Fixed Rate Modein particular, Indexed Mode does not apply to different or Term Rate Mode then applicable higher fees, different or higher interest rates or different or higher drawn pricing set forth in any such Bank Agreement. For purposes of clarification, “financial tests, covenants and ratios” refers to covenants to maintain coverage ratios at certain levels prior to the incurrence of additional debt, covenants to maintain certain liquidity levels, covenants to maintain certain rating levels, rating thresholds with respect to the Bonds. The Borrower may substitute events of default and similar financial covenants and agreements to deliver financial information and other information within a Credit Facility for any Credit Facility then in effect; provided that no such substitution may be made with respect to the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. Prior to the provision or termination by the Borrower of any Credit Facility (whether in connection with the substitution of an existing Credit Facility or otherwise), there shall be delivered to the Authority and the Trustee (i) an Opinion of Counsel, which shall be Bond Counsel, to the effect that the delivery or termination, as the case may be, of such Credit Facility is permitted under the Indenture and this Agreement and complies with the terms of this Agreement and that the delivery or termination, as the case may be, of such Credit Facility will not adversely affect the tax-exempt status of interest on the Bonds and (ii) an Opinion of Counsel to the effect that such Credit Facility is the legal, valid and binding obligation of the Credit Facility Provider, enforceable in accordance with its terms. Upon provision of a Credit Facility to the Trustee and the foregoing Opinion of Counsel to the Authority and the Trustee, the Trustee shall accept such Credit Facility and, if so directed by the Borrower, upon the effective date of the Credit Facility promptly surrender the previously held Credit Facility, if any, in accordance with the respective terms thereof for cancellation. If at any specified time there shall cease to be any Bonds Outstanding secured by a Credit Facility or provision for payment of such Bonds has been made in accordance with Article X of the Indenture, the Trustee shall promptly surrender such Credit Facility in accordance with the terms of the Credit Facility for cancellation. The Trustee shall comply with the procedures set forth in the Credit Facility relating to the termination thereofperiod. (c) Not less than 15 days prior to the termination, removal, substitution or delivery of any Credit Facility or the expiration of an existing Credit Facility with respect to the Bonds, the Borrower shall send written notice of such termination, removal, substitution, delivery or extension to the Trustee together with, as applicable, an agreement to extend the Credit Facility. Such notice shall also state, if applicable, the name of the provider of the proposed Credit Facility and its terms.

Credit Facilities. (a) On GS shall, at its expense, obtain and have in place on or prior to the date of initial issuance Distribution Time a credit facility (the "GS CREDIT FACILITY") for GS and the GS Subsidiaries in an aggregate principal amount at least equal to (i) the GS Base Amount, less the outstanding indebtedness with respect to the Taiwan Facility as of the BondsDistribution Time, but plus the Borrower shall deliver amount of Cash and Cash Equivalents held by GS or the GS Subsidiaries as of the Distribution Time (or cause such portion of the GS Credit Facility to be deliveredused to repay amounts under the GI Credit Agreement and for any other purposes required in accordance with SECTION 2 hereof) and (ii) such additional amounts as shall be sufficient (together with other funds available to GS) for other general corporate purposes. The aggregate amount of debt (including accrued and accreted interest and fees and expenses) outstanding as of the Trustee Distribution Time under this facility is hereinafter called the Initial Credit Facility"GS CREDIT FACILITY DEBT". (b) The Borrower may NextLevel Systems shall, at any time provide a Credit Facility with respect to any Bonds its expense, obtain and terminate any such Credit Facility; provided that no such termination may be effected with respect have in place on or prior to the Bonds during Distribution Time, a credit facility (the "NEXTLEVEL SYSTEMS CREDIT FACILITY") for NextLevel Systems and the NextLevel Systems Subsidiaries in an aggregate amount at least sufficient (together with other funds available to NextLevel Systems): (i) to repay the portion of the outstanding indebtedness under the GI Credit Agreement, if any, to be assumed and repaid by NextLevel Systems so as to allocate debt among the parties hereto in accordance with SECTION 2 hereof; (ii) to satisfy any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. The Borrower may substitute a Credit Facility for any Credit Facility then in effect; provided that no such substitution may be made with respect to the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. Prior to the provision or termination by the Borrower of any Credit Facility (whether reasonably anticipated liabilities in connection with the substitution of an existing Credit Facility or otherwise)Securities Litigation, there shall be delivered to the Authority BKP Litigation, the DSC Litigation and the Trustee (i) an Opinion of Counsel, which shall be Bond Counsel, to the effect that the delivery or termination, as the case may be, of such Credit Facility is permitted under the Indenture and this Agreement and complies with the terms of this Agreement and that the delivery or termination, as the case may be, of such Credit Facility will not adversely affect the tax-exempt status of interest on the Bonds all other pending legal proceedings; and (iiiii) an Opinion of Counsel to the effect that such Credit Facility is the legal, valid and binding obligation of the Credit Facility Provider, enforceable in accordance with its terms. Upon provision of a Credit Facility to the Trustee and the foregoing Opinion of Counsel to the Authority and the Trustee, the Trustee shall accept such Credit Facility and, if so directed by the Borrower, upon the effective date of the Credit Facility promptly surrender the previously held Credit Facility, if any, in accordance with the respective terms thereof for cancellation. If at any time there shall cease to be any Bonds Outstanding secured by a Credit Facility or provision for payment of such Bonds has been made in accordance with Article X of the Indenture, the Trustee shall promptly surrender such Credit Facility in accordance with the terms of the Credit Facility for cancellation. The Trustee shall comply with the procedures set forth in the Credit Facility relating to the termination thereofother general corporate purposes. (c) Not less than 15 days CommScope shall, at its expense, obtain and have in place on or prior to the terminationDistribution Time, removal, substitution a credit facility (the "COMMSCOPE CREDIT FACILITY") for CommScope and the CommScope Subsidiaries in an aggregate principal amount at least sufficient (together with other funds available to CommScope): (i) to pay the CommScope Dividend Amount to GI Delaware on or delivery of any Credit Facility or the expiration of an existing Credit Facility with respect prior to the Bonds, the Borrower shall send written notice Distribution Time and (ii) for other general corporate purposes. The aggregate amount of such termination, removal, substitution, delivery or extension to the Trustee together with, debt (including accrued and accreted interest and fees and expenses) outstanding as applicable, an agreement to extend the Credit Facility. Such notice shall also state, if applicable, the name of the provider of Distribution Time under this facility is hereinafter called the proposed Credit Facility and its terms"COMMSCOPE CREDIT FACILITY DEBT".

Credit Facilities. (a) On the date The Company shall, and shall cause each of initial issuance of the Bondsits Subsidiaries to, the Borrower shall use commercially reasonable efforts to deliver (or cause all notices and take all other actions reasonably required to be delivered) to the Trustee the Initial Credit Facility. (b) The Borrower may at any time provide a Credit Facility with respect to any Bonds and terminate any such Credit Facility; provided that no such termination may be effected with respect to the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. The Borrower may substitute a Credit Facility for any Credit Facility then in effect; provided that no such substitution may be made with respect to the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. Prior to the provision or termination by the Borrower of any Credit Facility (whether in connection with the substitution of an existing Credit Facility or otherwise), there shall be delivered to the Authority and the Trustee (i) an Opinion of Counsel, which shall be Bond Counsel, to the effect that the delivery or termination, as the case may be, of such Credit Facility is permitted under the Indenture and this Agreement and complies with the terms of this Agreement and that the delivery or termination, as the case may be, of such Credit Facility will not adversely affect the tax-exempt status of interest on the Bonds and (ii) an Opinion of Counsel to the effect that such Credit Facility is the legal, valid and binding obligation of the Credit Facility Provider, enforceable in accordance with its terms. Upon provision of a Credit Facility to the Trustee and the foregoing Opinion of Counsel to the Authority and the Trustee, the Trustee shall accept such Credit Facility and, if so directed by the Borrower, upon the effective date of the Credit Facility promptly surrender the previously held Credit Facility, if anyfacilitate, in accordance with the respective terms thereof and hereof, the termination of all commitments outstanding under the Credit Facilities, the repayment in full of all obligations, if any, outstanding thereunder, the release of all Liens, if any, securing such obligations, and the release of guarantees in connection therewith on the Effective Date (such termination, repayment and releases, the “Credit Facility Terminations”). In furtherance of the foregoing, the Company shall, and shall cause each of its applicable Subsidiaries to, deliver to the Purchaser on or prior to the Closing, an executed payoff letter (and similar instruments) with respect to the Credit Facilities (the “Payoff Letter”) and all related release and termination documentation, in each case, in form and substance customary for cancellationtransactions of this type, from the applicable agent on behalf of the Persons to whom such indebtedness is owed (or, if there is no such agent, from the Persons to whom such indebtedness is owed), which Payoff Letter together with any related release documentation shall, among other things, include the payoff amount and provide that Liens (and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of the Company and its Subsidiaries securing such indebtedness and any other obligations secured thereby, shall, upon the payment of the amount set forth in the Payoff Letter on the Effective Date, be released and terminated. If at Notwithstanding anything herein to the contrary, in no event shall this Section 4.6 require the Company or any time there shall cease of its Subsidiaries to cause the Credit Facility Terminations to be any Bonds Outstanding secured by a Credit Facility effective unless and until the Effective Time has occurred and the Purchaser has provided or provision for payment of such Bonds has been made caused to be provided to the Company or its Subsidiaries funds to pay in accordance with Article X full the outstanding amounts required pursuant to the terms of the Indenture, the Trustee shall promptly surrender such Credit Facility Payoff Letter in accordance with the terms obligations of the Credit Facility for cancellation. The Trustee shall comply with the procedures set forth in the Credit Facility relating to the termination thereofPurchaser under Section 2.8. (c) Not less than 15 days prior to the termination, removal, substitution or delivery of any Credit Facility or the expiration of an existing Credit Facility with respect to the Bonds, the Borrower shall send written notice of such termination, removal, substitution, delivery or extension to the Trustee together with, as applicable, an agreement to extend the Credit Facility. Such notice shall also state, if applicable, the name of the provider of the proposed Credit Facility and its terms.

Credit Facilities. In the event that the Authority has or shall, directly or indirectly, enter into or otherwise consent to any credit agreement, bond purchase agreement, liquidity agreement, direct purchase agreement or other agreement or instrument (aor any amendment, supplement or modification thereto) On the date of initial issuance under which, directly or indirectly, any Person or Persons undertakes to make or provide funds to purchase, or otherwise extend credit or liquidity for, any obligations or indebtedness secured by a pledge, lien or charge upon any of the BondsRevenues senior to or on a parity with the lien of the 2015 GR-3 Notes (each such agreement referred to herein as a “Bank Agreement”), the Borrower shall deliver which such Bank Agreement (or cause to be deliveredamendment thereto) to the Trustee the Initial Credit Facility. provides such Person with more restrictive financial tests, covenants and ratios, different or more restrictive events of default or greater rights and remedies for default (b) The Borrower may at any time provide a Credit Facility with respect to any Bonds and terminate any such Credit Facility; provided that no such termination may be effected including rights of acceleration, declaration of mandatory tender, or amortization of bank bonds), and/or greater rights with respect to the Bonds security for Parity Reimbursement Obligations than are provided to the Bank in this GR Reimbursement Agreement (collectively, the “Incorporated Provisions”), the Authority shall provide the Bank with a copy of each such Bank Agreement and such Incorporated Provisions shall automatically be incorporated into the respective Article of this GR Reimbursement Agreement and the Bank shall have the benefits of such Incorporated Provisions as if specifically set forth herein, but only for the period during which such Bank Agreement remains in force and effect. The Authority shall promptly enter into an amendment to this GR Reimbursement Agreement to include such Incorporated Provisions (provided that the Bank shall maintain the benefit of such Incorporated Provisions even if the Authority fails to provide such amendment). Notwithstanding the foregoing, this Section 5.21 does not apply to any Commercial Paper Modeprovisions other than those set forth above and, Fixed Rate Modein particular, Indexed Mode does not apply to different or Term Rate Mode then applicable higher fees, different or higher interest rates or different or higher drawn pricing set forth in any such Bank Agreement. For purposes of clarification, “financial tests, covenants and ratios” refers to covenants to maintain coverage ratios at certain levels prior to the incurrence of additional debt, covenants to maintain certain liquidity levels, covenants to maintain certain rating levels, rating thresholds with respect to the Bonds. The Borrower may substitute events of default and similar financial covenants and agreements to deliver financial information and other information within a Credit Facility for any Credit Facility then in effect; provided that no such substitution may be made with respect to the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. Prior to the provision or termination by the Borrower of any Credit Facility (whether in connection with the substitution of an existing Credit Facility or otherwise), there shall be delivered to the Authority and the Trustee (i) an Opinion of Counsel, which shall be Bond Counsel, to the effect that the delivery or termination, as the case may be, of such Credit Facility is permitted under the Indenture and this Agreement and complies with the terms of this Agreement and that the delivery or termination, as the case may be, of such Credit Facility will not adversely affect the tax-exempt status of interest on the Bonds and (ii) an Opinion of Counsel to the effect that such Credit Facility is the legal, valid and binding obligation of the Credit Facility Provider, enforceable in accordance with its terms. Upon provision of a Credit Facility to the Trustee and the foregoing Opinion of Counsel to the Authority and the Trustee, the Trustee shall accept such Credit Facility and, if so directed by the Borrower, upon the effective date of the Credit Facility promptly surrender the previously held Credit Facility, if any, in accordance with the respective terms thereof for cancellation. If at any specified time there shall cease to be any Bonds Outstanding secured by a Credit Facility or provision for payment of such Bonds has been made in accordance with Article X of the Indenture, the Trustee shall promptly surrender such Credit Facility in accordance with the terms of the Credit Facility for cancellation. The Trustee shall comply with the procedures set forth in the Credit Facility relating to the termination thereofperiod. (c) Not less than 15 days prior to the termination, removal, substitution or delivery of any Credit Facility or the expiration of an existing Credit Facility with respect to the Bonds, the Borrower shall send written notice of such termination, removal, substitution, delivery or extension to the Trustee together with, as applicable, an agreement to extend the Credit Facility. Such notice shall also state, if applicable, the name of the provider of the proposed Credit Facility and its terms.

Credit Facilities. Subject to the terms and conditions set forth in ----------------- this Loan Agreement and the other agreements, instruments and documents evidencing, securing, governing, guaranteeing and/or pertaining to the Loans, as hereinafter defined (collectively, together with the Loan Agreement, referred to hereinafter as the "Loan Documents"), Bank hereby agrees to -------------- provide to Borrower the Credit Facilities or Facility hereinbelow (whether one or more, the "Credit Facilities"): ----------------- (a) On Borrowing Base Line of Credit. Subject to the terms and conditions set forth herein, Bank agrees to lend to Borrower, on a revolving basis from time to time during the period commencing on the date of initial issuance hereof and continuing through the maturity date of the Bondspromissory note evidencing this Credit Facility from time to time, such amounts as Borrower may request hereunder; provided, however, the Borrower total principal amount outstanding at any -------- ------- time shall deliver not exceed an amount (or cause to be deliveredthe "Borrowing Base Amount") equal to the Trustee --------------------- lesser of (i) an amount equal to the Initial Domestic Borrowing Base (as such term is defined hereinbelow) plus the Credit FacilityAccommodation Amount (as hereinafter ---- defined) or (ii) $ 10,000,000.00 (the "Borrowing Base Line of Credit") less the ----------------------------- ---- Letter of Credit Liabilities. If at any time the sum of (1) the aggregate principal amount outstanding under the Borrowing Base Line of Credit (which amount shall include amounts advanced pursuant to the Domestic Borrowing Base and the Credit Accommodation Amount advanced pursuant to the Exim Agreement [as hereinafter defined]) exceeds an amount equal to the Borrowing Base Amount, Borrower agrees to immediately repay to Bank such excess amount, plus all ---- accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. The sums advanced under the the Borrowing Base Line of Credit shall be used for acquisitions and general corporate purposes. (b) The Borrower may at any time provide a Credit Facility with respect to any Bonds and terminate any such Credit Advance/Term Facility; provided that no such termination may be effected with respect . Subject to the Bonds terms and conditions set --------------------- forth herein, Bank agreed to lend to Borrower, on a non-revolving basis from time to time during any Commercial Paper Modethe period commencing on March 31, Fixed Rate Mode1999 and continuing through September 30, Indexed Mode or 1999 ("Advance Period") an aggregate amount not to exceed -------------- $10,000,000.00 (the "Advance/Term Rate Mode then applicable with respect to Facility"). Commencing on September 30, 1999 --------------------- and continuing through the Bonds. The Borrower may substitute a Credit Facility for any Credit Facility then in effect; provided that no such substitution may be made with respect to maturity date of the Bonds promissory note evidencing the Advance/Term Facility, the outstanding principal amount advanced during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. Prior to the provision or termination by the Borrower of any Credit Facility (whether in connection with the substitution of an existing Credit Facility or otherwise), there Advance Period shall be delivered to payable over a two (2) year term based upon a four (4) year amortization. As used in this Loan Agreement, the Authority and term "Domestic Borrowing Base" shall have ----------------------- the Trustee meaning set forth hereinbelow: An amount equal to (i) an Opinion 80% of Counselthe Borrower's Eligible Accounts, which shall be Bond Counsel, to the effect that the delivery or termination, as the case may be, of such Credit Facility is permitted under the Indenture and this Agreement and complies with the terms of this Agreement and that the delivery or termination, as the case may be, of such Credit Facility will not adversely affect the tax-exempt status of interest on the Bonds and plus ---- (ii) an Opinion 30% of Counsel the Borrower's Eligible Inventory minus ----- (iii) the outstanding Letter of Credit Liabilities minus ----- (iv) the Reserve (as hereinafter defined). Notwithstanding anything contained herein to the effect that such Credit Facility is the legalcontrary, valid and binding obligation of the Credit Facility Provider, enforceable in accordance with its terms. Upon provision of a Credit Facility to the Trustee and the foregoing Opinion of Counsel to the Authority and the Trustee, the Trustee shall accept such Credit Facility and, if so directed by the Borrower, upon the effective date of the Credit Facility promptly surrender the previously held Credit Facility, if any, in accordance with the respective terms thereof for cancellation. If at any time there shall cease to be any Bonds Outstanding secured by a Credit Facility accounts receivable or provision for payment of such Bonds has been made in accordance with Article X of the Indenture, the Trustee shall promptly surrender such Credit Facility in accordance with the terms of the Credit Facility for cancellation. The Trustee shall comply with the procedures set forth inventory included in the Credit Facility relating to Borrowing Base under the termination thereofExim Agreement shall not be included as Eligible Accounts or Eligible Inventory under the Domestic Borrowing Base. (c) Not less than 15 days prior to the termination, removal, substitution or delivery of any Credit Facility or the expiration of an existing Credit Facility with respect to the Bonds, the Borrower shall send written notice of such termination, removal, substitution, delivery or extension to the Trustee together with, as applicable, an agreement to extend the Credit Facility. Such notice shall also state, if applicable, the name of the provider of the proposed Credit Facility and its terms.

Credit Facilities. (a1) On The Corporation shall, unless a waiver or other similar consent has been obtained from the date of initial issuance lenders under the Credit Facilities (each a “Credit Facility Consent”), deliver any required notices of the Bonds, the Borrower shall deliver (or cause to be delivered) to the Trustee the Initial Credit Facility. (b) The Borrower may at any time provide a Credit Facility with respect to any Bonds and terminate any such Credit Facility; provided that no such termination may be effected with respect to the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. The Borrower may substitute a Credit Facility for any Credit Facility then Arrangement in effect; provided that no such substitution may be made with respect to the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. Prior to the provision or termination by the Borrower of any Credit Facility (whether in connection with the substitution of an existing Credit Facility or otherwise), there shall be delivered to the Authority and the Trustee (i) an Opinion of Counsel, which shall be Bond Counsel, to the effect that the delivery or termination, as the case may be, of such Credit Facility is permitted under the Indenture and this Agreement and complies accordance with the terms of this Agreement each Credit Facility and any related loan document, use commercially reasonable efforts to obtain and deliver to the Purchaser no later than three (3) Business Days prior to the Effective Time a customary, executed payoff letter (the “Payoff Letter”) (with an initial draft of the form of the Payoff Letter provided no later than seven (7) Business Days prior to the Effective Time), and other instruments of discharge in customary form and substance from the lenders or the administrative agent under the Credit Facilities, and take all other reasonable actions to facilitate: (a) the satisfaction and release of all of the Corporation’s liabilities and obligations (including all indebtedness for borrowed money, if any, and all guarantees of the Corporation and its Subsidiaries outstanding as of the Effective Time, but excluding: (i) any contingent indemnification obligations that are not then due and payable and that by their terms are to survive the delivery or termination, as the case may be, of such Credit Facility will not adversely affect the tax-exempt status of interest on the Bonds and (ii) an Opinion of Counsel to the effect that such Credit Facility is the legal, valid and binding obligation termination of the Credit Facility Provider, enforceable in accordance with its terms. Upon provision of a Credit Facility to the Trustee and the foregoing Opinion related loan documents, (ii) any letters of Counsel to the Authority and the Trustee, the Trustee shall accept such Credit Facility and, if so directed credit or similar instruments that are cash collateralized or assumed by the Borrower, upon Purchaser on the effective date of the Credit Facility promptly surrender the previously held Credit Facility, if any, in accordance with the respective terms thereof for cancellation. If at any time there shall cease to be any Bonds Outstanding secured by a Credit Facility or provision for payment of such Bonds has been made in accordance with Article X of the Indenture, the Trustee shall promptly surrender such Credit Facility Effective Date in accordance with the terms of the Credit Facilities and the related loan documents, and (iii) Hedging Transactions which may be novated or closed out after the Effective Date) under the Credit Facilities and the related loan documents; and (b) the termination of the Credit Facilities and all related loan documents (the “Credit Facility Termination”); and (c) the release and discharge of all Liens granted as security for cancellationthe obligations under the Credit Facilities; provided that (A) in no event shall this Section 4.12 require the Corporation to cause any such satisfaction, termination or release other than at the Effective Time and (B) the Purchaser shall provide, or cause to be provided, all funds required to effect such repayment in full of the Credit Facilities. The Trustee Notwithstanding anything herein to the contrary, in no event shall comply with this Section 4.12 require the procedures set forth in Corporation or any of its Subsidiaries to cause the Credit Facility relating Termination to be effective unless and until the Effective Time has occurred and the Purchaser has provided or caused to be provided to the termination thereofCorporation or its Subsidiaries, sufficient funds (or the Purchaser and the Corporation have agreed that the Corporation or any of the Corporation’s Subsidiaries shall use funds on their balance sheets at Closing for such purpose; provided that the Corporation shall not unreasonably withhold, condition or delay any such agreement) to pay in full the outstanding amounts required pursuant to the terms of the Payoff Letter in accordance with the obligations of the Purchaser under this Section 4.12. In the event the Purchaser requests the Credit Facility Consent, the Corporation shall use commercially reasonable efforts to obtain the Credit Facility Consent, effective as of the Effective Time, on terms acceptable to the Corporation and the Purchaser, acting reasonably. (c2) Not less than 15 days prior The Purchaser shall, promptly reimburse the Corporation for all reasonable and documented out-of-pocket costs and expenses (including fees payable to the terminationexisting legal, removal, substitution financial or delivery of any Credit Facility or the expiration of an existing Credit Facility with respect to the Bonds, the Borrower shall send written notice of such termination, removal, substitution, delivery or extension to the Trustee together with, as applicable, an agreement to extend the Credit Facility. Such notice shall also state, if applicable, the name other advisors of the provider of the proposed Credit Facility Corporation and its termsSubsidiaries) incurred by the Corporation, its Subsidiaries and their respective Representatives in connection with the actions, or inactions, taken in accordance with this Section 4.12.

Credit Facilities. Subject to the terms and conditions set forth in this Loan Agreement and the other agreements, instruments and documents evidencing, securing, governing, guaranteeing and/or pertaining to the Loans, as hereinafter defined (a) On collectively, together with the Loan Agreement, referred to hereinafter as the "Loan Documents"), Bank hereby agrees to provide to Borrower the credit facility or facilities described in the paragraphs below (whether one or more, the "Credit Facilities"): Borrowing Base Line of Credit. Subject to the terms and conditions set forth herein, Bank agrees to lend to Borrower, on a revolving basis from time to time during the period commencing on the date of initial issuance of hereof and continuing through and including 11:00 a.m. (Central time) on August 15, 1999 (the Bonds"Borrowing Base Termination Date"), such amounts as Borrower may request hereunder; provided, however, the Borrower shall deliver (or cause to be delivered) to the Trustee the Initial Credit Facility. (b) The Borrower may total principal amount outstanding at any time provide a Credit Facility with respect to any Bonds and terminate any such Credit Facility; provided that no such termination may be effected with respect to shall not exceed the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. The Borrower may substitute a Credit Facility for any Credit Facility then in effect; provided that no such substitution may be made with respect to the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. Prior to the provision or termination by the Borrower lesser of any Credit Facility (whether in connection with the substitution of an existing Credit Facility or otherwise), there shall be delivered to the Authority and the Trustee (i) an Opinion of Counsel, which shall be Bond Counsel, amount equal to the effect that the delivery Borrowing Base (as such term is defined and determined in accordance with Addendum I attached hereto), or termination, as the case may be, of such Credit Facility is permitted under the Indenture and this Agreement and complies with the terms of this Agreement and that the delivery or termination, as the case may be, of such Credit Facility will not adversely affect the tax-exempt status of interest on the Bonds and (ii) an Opinion $2,000,000.00 (the "Borrowing Base Line of Counsel to the effect that such Credit Facility is the legal, valid and binding obligation of the Credit Facility Provider, enforceable in accordance with its terms. Upon provision of a Credit Facility to the Trustee and the foregoing Opinion of Counsel to the Authority and the Trustee, the Trustee shall accept such Credit Facility and, if so directed by the Borrower, upon the effective date of the Credit Facility promptly surrender the previously held Credit Facility, if any, in accordance with the respective terms thereof for cancellationCredit"). If at any time there the aggregate principal amount outstanding under the Borrowing Base Line of Credit shall cease exceed an amount equal to the Borrowing Base, Borrower agrees to immediately repay to Bank such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. The sums advanced under the Borrowing Base Line of Credit shall be used for accounts receivable support up to $1,600,000, and issuance of letters of credit up to $400,000. All advances under the Credit Facilities shall be collectively called the "Loans". Bank reserves the right to require Borrower to give Bank not less than one (1) business day prior notice of each requested advance under the Credit Facilities, specifying (i) the aggregate amount of such requested advance, (ii) the requested date of such advance, and (iii) the purpose for such advance, with such advances to be any Bonds Outstanding secured by requested in a Credit Facility or provision for payment of such Bonds has been made in accordance with Article X of the Indenture, the Trustee shall promptly surrender such Credit Facility in accordance with the terms of the Credit Facility for cancellation. The Trustee shall comply with the procedures set forth in the Credit Facility relating form satisfactory to the termination thereofBank. (c) Not less than 15 days prior to the termination, removal, substitution or delivery of any Credit Facility or the expiration of an existing Credit Facility with respect to the Bonds, the Borrower shall send written notice of such termination, removal, substitution, delivery or extension to the Trustee together with, as applicable, an agreement to extend the Credit Facility. Such notice shall also state, if applicable, the name of the provider of the proposed Credit Facility and its terms.

Credit Facilities. (a) On Upon and subject to the date terms and conditions of initial issuance this Agreement including Section 2.1(b), the Lenders hereby agree to extend to the Borrower: (i) a revolving credit facility by way of Prime Rate Loans, U.S. Base Rate Loans, LIBOR Loans, BA Advances and, from the Arrangers as provided in Section 2.9, Letters of Credit in an aggregate principal amount such that the maximum aggregate amount of Outstanding Principal Obligations in respect of all such Advances shall not exceed at any time (i) for all Advances made by any Lender under such revolving credit facility an amount equal at such time to the Revolving Facility Commitment of such Lender at such time, and (ii) for all Advances made by all Lenders under such revolving credit facility an amount equal at such time to the Aggregate Revolving Facility Commitments at such time. For certainty, all amounts owing pursuant to the Revolving Facility pursuant to the Original Credit Agreement shall continue to be outstanding and payable hereunder; (ii) NBC’s Commitment in relation to the Revolving Facility includes a swing line credit facility (the “NBC Facility”) for the purpose of obtaining Prime Rate Loans or U.S. Base Rate Loans by way of overdraft, which NBC Facility shall be available to the Borrower in the maximum aggregate principal amount of up to $20,000,000. The NBC Facility shall not be repayable until the Maturity Date of the BondsRevolving Facility and shall be available on a revolving basis. Accordingly, outstanding Advances under the NBC Facility will reduce the amount available from NBC under the Revolving Facility. Notwithstanding the foregoing, the maximum amount of the NBC Facility shall be reduced whenever necessary to ensure that Advances thereunder and Advances from NBC under the Revolving Facility do not in total exceed NBC’s Commitment in relation to the Revolving Facility (determined as if there were no NBC Commitment in relation to the NBC Facility). For certainty, all amounts owing pursuant to the NBC Facility pursuant to the Original Credit Agreement shall continue to be outstanding and payable hereunder; (iii) a non-revolving term credit facility by way of Prime Rate Loans and BA Advances in an aggregate principal amount such that the maximum aggregate amount of Outstanding Principal Obligations in respect of all such Advances shall not exceed at any time (A) for all Advances made by any Lender under such non-revolving term credit facility an amount equal at such time to the Term Facility Commitment of such Lender at such time, (B) for all Advances made by all Lenders under such non-revolving term credit facility an amount equal at such time to the Aggregate Term Facility Commitments at such time. The Borrower acknowledges that $1,100,000,000 of the Term Facility was advanced on the Closing Date pursuant to the Original Credit Agreement and that $309,500,000 remains outstanding as of the Second Closing Date and continues to be outstanding and payable. (b) Notwithstanding Section 2.1(a): (i) the obligation of each Lender hereunder is several and not joint and not joint and several with any other Lender, (ii) the several obligation of each Lender to extend any part of a Credit Facility by way of an Advance on a Business Day shall not exceed its Commitment Percentage under such Credit Facility of the aggregate principal amount of the Advances requested by the Borrower to be made on such Business Day under such Credit Facility, (iii) the several obligation of each Lender to extend any part of any Credit Facility shall not, under any circumstances at any time result in the total of the Outstanding Principal Obligations owed to or outstanding at such time to such Lender exceeding the total of such ▇▇▇▇▇▇’s Commitments at such time, and (iv) all Advances made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Advances of the same Type. (c) Subject to the terms and conditions of this Agreement, from and after the Maturity Date applicable to a Credit Facility, the Borrower shall deliver (or cause cease to be delivered) entitled to the Trustee the Initial obtain, and each Lender shall cease to have any obligation to make, any further Advance under such Credit Facility. (bd) The Borrower may at any time provide a Credit Facility with respect to any Bonds and terminate any such Credit Facility; provided that no such termination may be effected with respect Subject to the Bonds during any Commercial Paper Modeterms and conditions hereof and until the Maturity Date, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. The Borrower may substitute a Credit Facility for any Credit Facility then in effect; provided that no such substitution may be made with respect to the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. Prior to the provision or termination by the Borrower of any Credit Facility (whether in connection with the substitution of an existing Credit Facility or otherwise), there shall be delivered entitled from time to the Authority and the Trustee (i) an Opinion of Counseltime to convert, which shall be Bond Counselin whole or in part, to the effect that the delivery or termination, as the case may be, of such Credit Facility is permitted any outstanding Advance under the Indenture and this Agreement and complies with the terms of this Agreement and that the delivery or termination, as the case may be, of such Credit Facility will not adversely affect the tax-exempt status of interest on the Bonds and (ii) an Opinion of Counsel to the effect that such Credit Facility is the legal, valid and binding obligation of the Credit Facility Provider, enforceable in accordance with its terms. Upon provision of a Credit Facility to the Trustee and the foregoing Opinion any other Type of Counsel to the Authority and the Trustee, the Trustee shall accept Advance under such Credit Facility and, if so directed by giving notice thereof to the Borrower, upon the effective date of the Credit Facility promptly surrender the previously held Credit Facility, if any, Agent in accordance with Section 2.2, provided that: (i) such conversion does not result in the respective terms thereof for cancellation. If at Outstanding Principal Obligations owing to any time there shall cease to be any Bonds Outstanding secured by a Credit Facility or provision for payment of such Bonds has been made in accordance with Article X of the Indenture, the Trustee shall promptly surrender Lender under such Credit Facility in accordance with exceeding the terms then current Commitment of the Credit Facility for cancellation. The Trustee shall comply with the procedures set forth in the Credit Facility relating to the termination thereof. (c) Not less than 15 days prior to the termination, removal, substitution or delivery of any such Lender under such Credit Facility or the expiration Outstanding Principal Obligations under such Credit Facility exceeding the then current Aggregate Commitments under such Credit Facility, and (ii) no such conversion of a BA Advance or LIBOR Loan shall be made or purported to be made prior to the maturity date of any BA Instrument purchased or issued hereunder in respect of such BA Advance or prior to the end of the applicable Interest Period of any LIBOR Loan. Any Advance so converted shall cease to bear interest and fees as the former Advance or Type of Advance, and shall begin to bear interest and fees as the new Advance, on and as of the date of such conversion. (e) Except upon a conversion of an existing Credit Facility Advance from one Type to another Type in accordance with respect to Section 2.2 or upon the Bondsrollover on maturity of LIBOR Loans or BA Advances, any repayment or prepayment made on account of Outstanding Principal Obligations under the Borrower Term Facility, shall send written notice of constitute a permanent reduction in the Outstanding Principal Obligations under such termination, removal, substitution, delivery or extension to the Trustee together with, as applicable, an agreement to extend the Credit Facility. Such notice shall also state, if applicable, the name of the provider of the proposed Credit Facility and the Commitments applicable to such Credit Facility and may not be reborrowed by the Borrower hereunder. Subject to the terms and conditions of this Agreement, any repayment or prepayment made on account of Outstanding Principal Obligations under the Revolving Facility shall not constitute a permanent reduction in the Outstanding Principal Obligations under the Revolving Facility or the Revolving Facility Commitments and may be borrowed, repaid and reborrowed under the Revolving Facility at any time and from time to time provided that no amounts may be borrowed or reborrowed following the Maturity Date. (f) If the Borrower gives notice to the Agent that any portion of the principal amount of any Prime Rate Loan, U.S. Base Rate Loan or LIBOR Loan or the BA Purchase Price in respect of any BA Instrument, in each case constituting a new Advance (and not a conversion) under a Credit Facility is to be applied to repay any Outstanding Principal Obligations under such Credit Facility the applicable Lender may directly apply such new Prime Rate Loan, U.S. Base Rate Loan or LIBOR Loan or BA Purchase Price to repay such Outstanding Principal Obligations owing to such Lender in satisfaction and discharge of such Lender’s obligations hereunder to deposit its termsapplicable Commitment Percentage of such amount into the Agent’s Account.

Credit Facilities. From time to time during the term hereof, the Borrowers may submit to any of the Banks a request for extensions of credit to be evidenced by a Revolving Grid Note, an Amortizing Note, or a Single Pay Term Note. Such requests for credit may be made verbally or in writing. Upon receipt of any such request by any of the Banks, the Bank receiving such request shall, if it so desires, submit verbally or in writing an offer to extend credit to the Borrowers. None of the Banks have any commitment to extend any credit requested by Pioneer and any offer by any of the Banks to extend credit to the Borrowers pursuant to a request shall be made in the sole discretion of the Banks. In the event any Bank to which a request for credit is made by the Borrowers fails to submit an offer to extend credit within five (a5) On Business Days following the date of initial issuance receipt of such request, the request shall be deemed to be denied. In the event any Bank denies a request for credit from the Borrowers, the Borrowers shall notify the Agent for the benefit of the BondsBanks in writing of such denial within two (2) Business Days of such denial. Upon acceptance by the Borrowers of any offer of an extension of credit, the Borrower extension of any such credit, and all terms thereof, shall deliver (or cause become a part of and be subject in all respects to be delivered) all terms and conditions of this Agreement. If requested by the Borrowers in writing, the Banks agree to confirm in writing as of the date of each Quarterly Certificate, the amount and terms of all additional credit which is available to the Trustee Borrowers, subject to the Initial Credit Facility. (b) The Borrower may at any time provide a absolute discretion of the Banks, pursuant to Credit Facility with respect to any Bonds and terminate any such Credit Facility; provided that no such termination may be effected with respect to the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. The Borrower may substitute a Credit Facility for any Credit Facility then in effect; provided that no such substitution may be made with respect to the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. Prior to the provision or termination by the Borrower of any Credit Facility (whether in connection with the substitution of an existing Credit Facility or otherwise), there shall be Letters which have been delivered to the Authority and Borrowers by the Trustee (i) an Opinion of Counsel, which shall be Bond Counsel, to the effect that the delivery or termination, as the case may be, of such Credit Facility is permitted under the Indenture and this Agreement and complies with the Banks. The terms of this Agreement and that Section 2.2 shall not in any way limit the delivery or termination, as the case may be, of such Credit Facility will not adversely affect the tax-exempt status of interest on the Bonds and (ii) an Opinion of Counsel to the effect that such Credit Facility is the legal, valid and binding obligation of the Credit Facility Provider, enforceable in accordance with its terms. Upon provision Banks pursuant to Section 9.3 hereof to renew certain existing indebtedness of a Credit Facility the Borrowers to the Trustee and the foregoing Opinion of Counsel to the Authority and the Trustee, the Trustee shall accept such Credit Facility and, if so directed by the Borrower, upon the effective date of the Credit Facility promptly surrender the previously held Credit Facility, if any, in accordance with the respective terms thereof for cancellation. If at any time there shall cease to be any Bonds Outstanding secured by a Credit Facility or provision for payment of such Bonds has been made in accordance with Article X of the Indenture, the Trustee shall promptly surrender such Credit Facility in accordance with the terms of the Credit Facility for cancellation. The Trustee shall comply with the procedures set forth in the Credit Facility relating to the termination thereofBanks. (c) Not less than 15 days prior to the termination, removal, substitution or delivery of any Credit Facility or the expiration of an existing Credit Facility with respect to the Bonds, the Borrower shall send written notice of such termination, removal, substitution, delivery or extension to the Trustee together with, as applicable, an agreement to extend the Credit Facility. Such notice shall also state, if applicable, the name of the provider of the proposed Credit Facility and its terms.

Credit Facilities. Subject to the terms and conditions of this Agreement: (a) On Term Loan Facility. (i) Each Lender agrees, severally and not jointly, to make an Initial Term Loan (the date of initial issuance of the Bonds, the Borrower shall deliver (or cause to be delivered“Initial Term Loan”) to the Trustee Borrower on the Closing Date in an amount equal to the Term Loan Commitment of such Lender. The Initial Term Loan shall be funded net of the OID Amount. Notwithstanding the foregoing, all calculations of interest and fees in respect of the Initial Credit FacilityTerm Loan will be calculated on the basis of their full stated principal amount. (ii) The Borrower may make only one borrowing under the Term Loan Commitment, which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Section 2.7 and Section 2.8, all amounts owed hereunder with respect to the Initial Term Loans shall be paid in full no later than the Maturity Date. Each Lender’s Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Term Loan Commitment on the Closing Date. (b) Delayed Draw Term Loan Facility. (i) Each Delayed Draw Term Loan Lender agrees, severally and not jointly, to make Delayed Draw Term Loans (the “Delayed Draw Term Loans” and, together with the Initial Term Loan and any Incremental Term Loans, as applicable, collectively, the “Loans”) to the Borrower pursuant to Section 2.12 at any time and from time to time during the Delayed Draw Availability Period, in an aggregate principal amount not to exceed at any time the Delayed Draw Term Loan Commitment in effect at such time. The Delayed Draw Term Loans shall be funded net of the OID Amount. Notwithstanding the foregoing, all calculations of interest and fees in respect of the Delayed Draw Term Loans will be calculated on the basis of their full stated principal amount. (ii) Amounts paid or prepaid in respect of Delayed Draw Term Loans may not be reborrowed. All unused Delayed Draw Term Loan Commitments shall automatically terminate at 5:00 p.m. (Eastern Time) on the last Business Day of the Delayed Draw Availability Period, to the extent such amount of Delayed Draw Term Loan Commitments is not funded prior to such time. (iii) Upon at least three (3) Business Days’ prior irrevocable written notice to the Agents, the Borrower may at any time provide in whole permanently terminate, or from time to time in part permanently reduce the Delayed Draw Term Loan Commitments; provided, however, that each partial reduction of the Delayed Draw Term Loan Commitments shall be in an integral multiple of $1,000,000 and in a Credit Facility minimum amount of $1,000,000. (iv) Each reduction in the Delayed Draw Term Loan Commitments hereunder shall be made ratably among the Lenders in accordance with respect to any Bonds and terminate any such Credit Facility; provided that no such termination may be effected with respect to the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or their respective applicable Delayed Draw Term Rate Mode then applicable with respect to the BondsLoan Commitments. The Borrower may substitute a Credit Facility for any Credit Facility then in effect; provided that no such substitution may be made with respect shall pay to the Bonds during any Commercial Paper ModeAdministrative Agent for the account of the applicable Delayed Draw Term Loan Lenders, Fixed Rate Modeon the date of each termination or reduction, Indexed Mode the Delayed Draw Term Loan Fees on the amount of the Delayed Draw Term Loan Commitments so terminated or Term Rate Mode then applicable with respect reduced accrued to but excluding the Bonds. Prior to the provision or termination by the Borrower of any Credit Facility (whether in connection with the substitution of an existing Credit Facility or otherwise), there shall be delivered to the Authority and the Trustee (i) an Opinion of Counsel, which shall be Bond Counsel, to the effect that the delivery or termination, as the case may be, date of such Credit Facility is permitted under the Indenture and this Agreement and complies with the terms of this Agreement and that the delivery termination or termination, as the case may be, of such Credit Facility will not adversely affect the tax-exempt status of interest on the Bonds and (ii) an Opinion of Counsel to the effect that such Credit Facility is the legal, valid and binding obligation of the Credit Facility Provider, enforceable in accordance with its terms. Upon provision of a Credit Facility to the Trustee and the foregoing Opinion of Counsel to the Authority and the Trustee, the Trustee shall accept such Credit Facility and, if so directed by the Borrower, upon the effective date of the Credit Facility promptly surrender the previously held Credit Facility, if any, in accordance with the respective terms thereof for cancellation. If at any time there shall cease to be any Bonds Outstanding secured by a Credit Facility or provision for payment of such Bonds has been made in accordance with Article X of the Indenture, the Trustee shall promptly surrender such Credit Facility in accordance with the terms of the Credit Facility for cancellation. The Trustee shall comply with the procedures set forth in the Credit Facility relating to the termination thereofreduction. (c) Not less than 15 days prior to the termination, removal, substitution or delivery of any Credit Facility or the expiration of an existing Credit Facility with respect to the Bonds, the Borrower shall send written notice of such termination, removal, substitution, delivery or extension to the Trustee together with, as applicable, an agreement to extend the Credit Facility. Such notice shall also state, if applicable, the name of the provider of the proposed Credit Facility and its terms.

Credit Facilities. In the event that the Authority has or shall, directly or indirectly, enter into or otherwise consent to any credit agreement, bond purchase agreement, liquidity agreement, direct purchase agreement or other agreement or instrument (aor any amendment, supplement or modification thereto) On the date of initial issuance under which, directly or indirectly, any Person or Persons undertakes to make or provide funds to purchase, or otherwise extend credit or liquidity for, any obligations or indebtedness secured by a pledge, lien or charge upon any of the BondsRevenues senior to or on a parity with the lien of the 2015 GR-5 Notes (each such agreement referred to herein as a “Bank Agreement”), the Borrower shall deliver which such Bank Agreement (or cause to be deliveredamendment thereto) to the Trustee the Initial Credit Facility. provides such Person with more restrictive financial tests, covenants and ratios, different or more restrictive events of default or greater rights and remedies for default (b) The Borrower may at any time provide a Credit Facility with respect to any Bonds and terminate any such Credit Facility; provided that no such termination may be effected including rights of acceleration, declaration of mandatory tender, or amortization of bank bonds), and/or greater rights with respect to the Bonds security for Parity Reimbursement Obligations than are provided to the Bank in this GR Reimbursement Agreement (collectively, the “Incorporated Provisions”), the Authority shall provide the Bank with a copy of each such Bank Agreement and such Incorporated Provisions shall automatically be incorporated into the respective Article of this GR Reimbursement Agreement and the Bank shall have the benefits of such Incorporated Provisions as if specifically set forth herein, but only for the period during which such Bank Agreement remains in force and effect. The Authority shall promptly enter into an amendment to this GR Reimbursement Agreement to include such Incorporated Provisions (provided that the Bank shall maintain the benefit of such Incorporated Provisions even if the Authority fails to provide such amendment). Notwithstanding the foregoing, this Section 5.21 does not apply to any Commercial Paper Modeprovisions other than those set forth above and, Fixed Rate Modein particular, Indexed Mode does not apply to different or Term Rate Mode then applicable higher fees, different or higher interest rates or different or higher drawn pricing set forth in any such Bank Agreement. For purposes of clarification, “financial tests, covenants and ratios” refers to covenants to maintain coverage ratios at certain levels prior to the incurrence of additional debt, covenants to maintain certain liquidity levels, covenants to maintain certain rating levels, rating thresholds with respect to the Bonds. The Borrower may substitute events of default and similar financial covenants and agreements to deliver financial information and other information within a Credit Facility for any Credit Facility then in effect; provided that no such substitution may be made with respect to the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. Prior to the provision or termination by the Borrower of any Credit Facility (whether in connection with the substitution of an existing Credit Facility or otherwise), there shall be delivered to the Authority and the Trustee (i) an Opinion of Counsel, which shall be Bond Counsel, to the effect that the delivery or termination, as the case may be, of such Credit Facility is permitted under the Indenture and this Agreement and complies with the terms of this Agreement and that the delivery or termination, as the case may be, of such Credit Facility will not adversely affect the tax-exempt status of interest on the Bonds and (ii) an Opinion of Counsel to the effect that such Credit Facility is the legal, valid and binding obligation of the Credit Facility Provider, enforceable in accordance with its terms. Upon provision of a Credit Facility to the Trustee and the foregoing Opinion of Counsel to the Authority and the Trustee, the Trustee shall accept such Credit Facility and, if so directed by the Borrower, upon the effective date of the Credit Facility promptly surrender the previously held Credit Facility, if any, in accordance with the respective terms thereof for cancellation. If at any specified time there shall cease to be any Bonds Outstanding secured by a Credit Facility or provision for payment of such Bonds has been made in accordance with Article X of the Indenture, the Trustee shall promptly surrender such Credit Facility in accordance with the terms of the Credit Facility for cancellation. The Trustee shall comply with the procedures set forth in the Credit Facility relating to the termination thereofperiod. (c) Not less than 15 days prior to the termination, removal, substitution or delivery of any Credit Facility or the expiration of an existing Credit Facility with respect to the Bonds, the Borrower shall send written notice of such termination, removal, substitution, delivery or extension to the Trustee together with, as applicable, an agreement to extend the Credit Facility. Such notice shall also state, if applicable, the name of the provider of the proposed Credit Facility and its terms.

Credit Facilities. (a) On From the date of initial issuance this Agreement until December 31, 2019, each of the Bonds, the Borrower shall deliver Avenue (or cause one or more of its Affiliates), on the one hand, and TDCC (or one or more of its Affiliates), on the other hand, agrees, subject to be deliveredthe terms and conditions hereof, to provide a credit facility (each, an “Acquisition Credit Facility”) to the Trustee Company and the Initial Company’s subsidiaries providing for loans of up to $50,000,000 in the aggregate per Acquisition Credit Facility. Facility for use by the Company and its subsidiaries to consummate one or more Permitted Acquisitions (b) as defined below). The Borrower may at Company shall give notice to Avenue and TDCC of any time provide Permitted Acquisition that it seeks to finance under the Acquisition Credit Facilities. If Avenue and TDCC each approve making a loan under their respective Acquisition Credit Facility with respect to a Permitted Acquisition, the terms and conditions of such Acquisition Credit Facility shall be mutually agreed upon by Avenue and TDCC, including the interest rate, maturity, amortization, call protection, covenants, representations, warranties and events of default. Avenue and TDCC agree that the terms and conditions of any Bonds Acquisition Credit Facility provided by Avenue and terminate the terms and conditions of any such Acquisition Credit Facility; Facility provided by TDCC shall be identical in all material respects and that no such termination may be effected with respect TDCC and Avenue shall always lend equal amounts under their respective Acquisition Credit Facilities to the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with Company and its subsidiaries in respect to of each Permitted Acquisition. Avenue and TDCC acknowledge that extensions of credit under the Bonds. The Borrower may substitute a Acquisition Credit Facility for any Credit Facility then in effect; provided that no such substitution may be made with respect to the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. Prior to the provision or termination Facilities would require compliance by the Borrower Company and its subsidiaries with the terms and conditions of any existing debt documents, including that certain Credit Facility Agreement, dated July 31, 2015 (whether in connection with as amended, the substitution of an existing “Existing Credit Facility or otherwiseAgreement”), there shall be delivered to the Authority by and the Trustee (i) an Opinion of Counsel, which shall be Bond Counsel, to the effect that the delivery or terminationamong AgroFresh, as the case may beborrower, AF Solutions Holdings LLC, acting as guarantor, Bank of such Credit Facility is permitted Montreal, as administrative agent and the Lenders (as defined therein) and other parties from time to time party thereto and the Company agrees that any loans under the Indenture and this Acquisition Credit Facilities are subject to compliance with the Existing Credit Agreement and complies with the terms such other existing documents, as such documents may be modified or waived. For purposes of this Agreement and that Agreement, “Permitted Acquisition” means the delivery or termination, as the case may be, of such Credit Facility will not adversely affect the tax-exempt status of interest on the Bonds and (ii) an Opinion of Counsel to the effect that such Credit Facility is the legal, valid and binding obligation of the Credit Facility Provider, enforceable in accordance with its terms. Upon provision acquisition of a Credit Facility to the Trustee Person, business unit, intellectual property or technology, whether structured as an equity acquisition, asset acquisition, merger or other business combination transaction, that is approved by both Avenue and the foregoing Opinion of Counsel to the Authority and the Trustee, the Trustee shall accept such Credit Facility and, if so directed by the Borrower, upon the effective date of the Credit Facility promptly surrender the previously held Credit Facility, if any, in accordance with the respective terms thereof for cancellation. If at any time there shall cease to be any Bonds Outstanding secured by a Credit Facility or provision for payment of such Bonds has been made in accordance with Article X of the Indenture, the Trustee shall promptly surrender such Credit Facility in accordance with the terms of the Credit Facility for cancellation. The Trustee shall comply with the procedures set forth in the Credit Facility relating to the termination thereof. (c) Not less than 15 days TDCC prior to the terminationDecember 31, removal2019, substitution which approval may be provided or delivery of any Credit Facility withheld by either Avenue or the expiration of an existing Credit Facility with respect to the Bonds, the Borrower shall send written notice of such termination, removal, substitution, delivery or extension to the Trustee together with, as applicable, an agreement to extend the Credit Facility. Such notice shall also state, if applicable, the name of the provider of the proposed Credit Facility TDCC in its sole and its termsabsolute discretion.

Credit Facilities. (ai) On In the date event that the Department shall, directly or indirectly, enter into or otherwise consent to any Bank Agreement, which Bank Agreement provides such Person with additional or more restrictive covenants and/or additional or more restrictive events of initial issuance default (excluding any additional or more restrictive event of default under any Bank Agreement the remedy for which is in an immediate termination or suspension of the Bondsobligations of the related liquidity provider) (collectively, the Borrower shall deliver “Additional Rights”) than are provided to the Bank in this Agreement, then, upon the occurrence of an event of default (without regard to a waiver of such event of default) under such agreement (or cause amendment thereto) caused by such Additional Rights such Additional Rights shall automatically be deemed to be deliveredincorporated into this Agreement and the Bank shall have the benefits of such Additional Rights; provided, however, that such Additional Rights shall automatically be deemed to be incorporated into this Agreement and the Bank shall have the benefits of such Additional Rights only from and after the occurrence of an event of default under the related Bank Agreement caused by the Additional Rights or a failure by the Department to comply with such Additional Rights. The Department shall promptly, upon the occurrence of an event of default (without regard to a waiver of such event of default) under the related Bank Agreement caused by such Additional Rights or a failure by the Department to comply with such Additional Rights, enter into an amendment to this Agreement to include such Additional Rights, provided that the Trustee Bank shall maintain the Initial Credit Facilitybenefit of such Additional Rights even if the Department fails to provide such amendment. If no other Provider shall have the benefit of such Additional Rights, this Agreement shall automatically no longer contain the Additional Rights and the Bank shall no longer have the benefits of any of the Additional Rights. (bii) The Borrower may at any time provide a Credit Facility with respect In the event that the Department shall enter into or otherwise consent to any Bonds and terminate any Bank Agreement, which such Credit Facility; provided that no such termination may be effected with respect to the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. The Borrower may substitute a Credit Facility Bank Agreement provides for any Credit Facility then in effect; provided that no term or provision which permits any outstanding advance, loan or drawing to be amortized over a period shorter than the Term Loan Period (such substitution may be made with respect to shorter amortization period, the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. Prior to the provision or termination by the Borrower of any Credit Facility (whether in connection with the substitution of an existing Credit Facility or otherwise“Shorter Amortization Period”), there this Agreement shall automatically be deemed to be amended such that the Term Loan Period shall be delivered to the Authority and Shorter Amortization Period. Upon the Trustee (i) an Opinion of Counsel, which shall be Bond Counsel, to the effect that the delivery or termination, as the case may be, of such Credit Facility is permitted under the Indenture and this Agreement and complies with the terms of this Agreement and that the delivery or termination, as the case may be, of such Credit Facility will not adversely affect the tax-exempt status of interest on the Bonds and (ii) an Opinion of Counsel to the effect that such Credit Facility is the legal, valid and binding obligation occurrence of the Credit Facility Provider, enforceable in accordance with its terms. Upon provision of a Credit Facility to the Trustee and the foregoing Opinion of Counsel to the Authority and the Trustee, the Trustee shall accept such Credit Facility and, if so directed by the Borrower, upon the effective date of the Credit Facility promptly surrender the previously held Credit Facility, if any, in accordance with the respective terms thereof for cancellation. If at any time there shall cease to be any Bonds Outstanding secured by a Credit Facility or provision for payment of such Bonds has been made in accordance with Article X of the Indenture, the Trustee shall promptly surrender such Credit Facility in accordance with the terms of the Credit Facility for cancellation. The Trustee shall comply with the procedures conditions set forth in the Credit Facility relating immediately preceding sentence, the Department shall promptly enter into an amendment to this Agreement such that the termination thereof. (c) Not Term Loan Period equals the Shorter Amortization Period, provided that the Term Loan Period shall equal the Shorter Amortization Period regardless of whether this Agreement is amended. If the Department shall amend the Bank Agreement such that no other Provider shall have the benefit of a Shorter Amortization Period less than 15 days prior to the terminationTerm Loan Period, removalthen, substitution or delivery without the consent of any Credit Facility or the expiration of an existing Credit Facility with respect to the BondsBank, the Borrower Term Loan Period shall send written notice once again equal the period provided in the definition of such termination, removal, substitution, delivery or extension to the Trustee together with, as applicable, an agreement to extend the Credit Facility. Such notice shall also state, if applicable, the name of the provider of the proposed Credit Facility and its terms“Term Loan Period” in Section 1.01 hereof.

Credit Facilities. Subject to the terms and conditions set forth herein, (ai) On each Term B Lender severally agrees to make a Term B Loan denominated in Dollars to Escrow Borrower on the date Escrow Funding Date in an aggregate amount not to exceed the amount of such Lender’s Term B Commitment at such time (it being agreed that on the Escrow Funding Date the Term B Loans shall be funded with an initial issuance issue price equal to 96.0% of the Bondsprincipal amount thereof, the Borrower shall deliver (or cause to be delivered) to the Trustee the Initial Credit Facility. (b) The Borrower may at any time provide a Credit Facility with respect to any Bonds and terminate any such Credit Facility; provided that no such termination may be effected notwithstanding said discount all calculations under this Agreement with respect to the Bonds during any Commercial Paper ModeTerm B Loans, Fixed Rate Modeincluding the accrual of interest and the repayment or prepayment of principal (other than as described in Section 2.21(a)), Indexed Mode or shall be based on 100% of the stated principal amount thereof). Immediately after the making of such Loan, each Lender’s Term Rate Mode then applicable with respect B Commitment shall automatically be reduced to the Bonds$0. The Borrower Term B Commitments are not revolving in nature, and amounts borrowed under this Section 2.1(a)(i) and repaid or prepaid may substitute a Credit Facility for any Credit Facility then in effect; provided that no such substitution may not be reborrowed. Each Term B Loan made on the Escrow Funding Date shall be made with respect to the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. Prior to the provision or termination by the Borrower Lenders in accordance with their applicable Pro Rata Share of any Credit Facility (whether in connection with the substitution of an existing Credit Facility or otherwise), there shall be delivered to the Authority and the Trustee (i) an Opinion of Counsel, which shall be Bond Counsel, to the effect that the delivery or termination, Term B Commitments as the case may be, of such Credit Facility is permitted under the Indenture and this Agreement and complies with the terms of this Agreement and that the delivery or termination, as the case may be, of such Credit Facility will not adversely affect the tax-exempt status of interest on the Bonds and date; and (ii) an Opinion each Revolving Lender severally agrees to make its Pro Rata Share of Counsel Revolving Credit Loans to Borrower from time to time on and after the effect that such Credit Facility is Escrow Release Date until the legal, valid and binding obligation Commitment Termination Date. Each Lender’s Pro Rata Share of the Aggregate Revolving Credit Facility Provider, enforceable in accordance with its terms. Upon provision of a Credit Facility to the Trustee and the foregoing Opinion of Counsel to the Authority and the Trustee, the Trustee Exposure shall accept such Credit Facility and, if so directed by the Borrower, upon the effective date of the Credit Facility promptly surrender the previously held Credit Facility, if any, in accordance with the respective terms thereof for cancellation. If not at any time there shall cease to be any Bonds Outstanding secured by a exceed such ▇▇▇▇▇▇’s Revolving Credit Facility or provision for payment of Commitment at such Bonds has been made in accordance with Article X of the Indenture, the Trustee shall promptly surrender such Credit Facility in accordance with the terms of the Credit Facility for cancellationtime. The Trustee obligations of each Revolving Lender hereunder shall comply with be several and not joint. On and after the procedures set forth Escrow Release Date until the Commitment Termination Date, Borrower may borrow, repay and reborrow under this Section 2.1(a)(ii); provided, that the Aggregate Revolving Credit Exposure at any time shall not exceed the aggregate amount of Revolving Credit Commitments at such time. All Revolving Credit Loans shall be denominated in the Credit Facility relating to the termination thereofDollars. (c) Not less than 15 days prior to the termination, removal, substitution or delivery of any Credit Facility or the expiration of an existing Credit Facility with respect to the Bonds, the Borrower shall send written notice of such termination, removal, substitution, delivery or extension to the Trustee together with, as applicable, an agreement to extend the Credit Facility. Such notice shall also state, if applicable, the name of the provider of the proposed Credit Facility and its terms.

Credit Facilities. (a) On Subject to the date terms and conditions of initial issuance this Agreement, Lender agreed to make the following loans to Borrower: (i) Effective as of the BondsAmendment Date, Lender agreed to continue a term loan to Borrower in an amount equal to the ROV Term Committed Amount which, when paid or prepaid, could not be reborrowed (the “ROV Term Facility”). (ii) Effective as of the Amendment Date, Lender agreed to refinance a portion of the existing revolving credit facility by making a term loan to Borrower in an amount equal to the RLOC Term Loan Committed Amount in a single Loan on the Amendment Date which, when paid or prepaid, could not be reborrowed (“RLOC Term Facility”). (iii) Effective as of the Third Amendment Effective Date, Lender agreed to make a term loan to Borrower in a single advance on or within 5 days after the Third Amendment Date in an amount equal to the Acquisition Term Committed Amount which, when paid or prepaid, could not be reborrowed (the “Acquisition Term Loan”). As of the Fifth Amendment Effective Date, each of the ROV Term Facility, the Borrower shall deliver (or cause to be delivered) to the Trustee the Initial Credit RLOC Term Facility, and Acquisition Term Loan has been paid in full. (b) The Borrower may at any time provide a Credit Facility with respect to any Bonds and terminate any such Credit Facility; provided that no such termination may be effected with respect Subject to the Bonds during any Commercial Paper Modeterms and conditions of this Agreement, Fixed Rate Mode, Indexed Mode Lender agrees to make or Term Rate Mode then applicable with respect continue the following loans to Borrower in an aggregate amount equal to the Bonds. The Borrower RE Term Loan Committed Amount, which, when paid or prepaid, may substitute a Credit Facility for any Credit Facility then in effect; provided that no such substitution may not be made with respect to reborrowed (collectively, the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or “RE Term Rate Mode then applicable with respect to the Bonds. Prior to the provision or termination by the Borrower of any Credit Facility (whether in connection with the substitution of an existing Credit Facility or otherwise), there shall be delivered to the Authority and the Trustee Facility”): (i) effective as of the Amendment Date, Lender continued a term loan to Borrower in an Opinion of Counselamount equal to $2,012,545, which shall be Bond Counsel, to the effect that the delivery or termination, as the case may be, of such Credit Facility is permitted under the Indenture and this Agreement and complies with the terms of this Agreement and that the delivery or termination, as the case may be, of such Credit Facility will not adversely affect the tax-exempt status of interest on the Bonds and (ii) an Opinion of Counsel immediately prior to the effect that such Credit Facility is Fifth Amendment Effective Date, the legal, valid RE Term Principal Amount was $1,729,629.17 (the “Outstanding Principal Balance”) and binding obligation effective as of the Credit Facility ProviderFifth Amendment Effective Date, enforceable Lender agrees to make a single advance to Borrower under the RE Term Note in accordance with its terms. Upon provision of a Credit Facility an amount equal to $270,370.83 (the Trustee and “2013 Advance”) (which advance shall be deemed made on the foregoing Opinion of Counsel to the Authority and the Trustee, the Trustee shall accept such Credit Facility and, if so directed by the Borrower, upon the effective date of the Credit Facility promptly surrender the previously held Credit Facility, if any, in accordance with the respective terms thereof for cancellation. If at any time there shall cease to be any Bonds Outstanding secured by a Credit Facility or provision for payment of such Bonds has been made in accordance with Article X of the Indenture, the Trustee shall promptly surrender such Credit Facility in accordance with the terms of the Credit Facility for cancellationFifth Amendment Effective Date). The Trustee shall comply with Outstanding Principal Balance plus the procedures set forth in 2013 Advance equals the Credit Facility relating to the termination thereofRE Term Loan Committed Amount. (c) Not less than 15 days Subject to the terms and conditions of this Agreement, effective as of the Fourth Amendment Effective Date, Lender agrees to make Loans to Borrower from time to time, on any Business Day on or after April 15, 2012, and prior to the terminationRevolving Credit Termination Date, removalwhich Borrower may borrow, substitution or delivery of repay, and reborrow under this Agreement, provided that, (a) no such Loan may exceed the Revolving Credit Availability, and (b) the Revolving Credit Exposure may not at any time exceed the Revolving Credit Facility or Limit (the expiration of an existing “Revolving Credit Facility with respect Facility”). (d) Subject to the Bondsterms and conditions of this Agreement, effective as of the Fifth Amendment Effective Date, Lender agrees to make a term loan to Borrower shall send written notice of such termination, removal, substitution, delivery or extension in a single advance on the Fifth Amendment Effective Date in an amount equal to the Trustee together withEquipment Term Committed Amount, as applicablewhich, an agreement to extend when paid or prepaid, may not be reborrowed (the Credit Facility. Such notice shall also state, if applicable, the name of the provider of the proposed Credit Facility and its terms“Equipment Term Loan”).”

Credit Facilities. (a) On the date of initial issuance of the Bonds, the Borrower shall deliver (or cause to be delivered) to the Trustee the Initial Credit FacilityCOMMITTED LOAN FACILITY. (bi) Subject to the terms and conditions set forth in this Agreement, Lenders hereby agree to make Committed Loans to Borrower from time to time during the period from the Closing Date to the Business Day next preceding the Termination Date, in an aggregate outstanding principal amount which shall not exceed the Committed Loan Availability at any time. All Committed Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make a Committed Loan hereunder and that the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make a Committed Loan. Committed Loans may be voluntarily prepaid pursuant to Section 2.6.1 and, subject to the provisions of this Agreement, any amounts so prepaid may be reborrowed under this Section 2.1.1 (a) The Borrower may at principal balance of the Committed Loans shall be payable in full on the Termination Date. The Committed Loans will be evidenced by the Loan Notes. (ii) There is hereby established a sub-facility (the "Swing Line"), in the amount of Twenty Million Dollars ($20,000,000), under and as a part of the Committed Facility. The Swing Line shall not for any time provide purpose be an addition to the Commitments or the Committed Facility, but shall be a Credit Facility with respect sub-feature thereunder. All Loans requested to any Bonds be made pursuant to the Swing Line shall be subject to the same terms and terminate any such Credit conditions applicable to other Borrowings under the Committed Facility; , and all outstanding Swing Line Borrowings shall likewise be subject to the same terms and conditions applicable to other outstanding Borrowings under the Committed Facility, except as expressly provided that no such termination may be effected in (A) Section 2.1.2(a)(ii) with respect to the Bonds during number of Borrowings permitted in any Commercial Paper Modecalendar month, Fixed Rate Modethe time within which the Notice of Borrowing for Swing Line Borrowings must be given, Indexed Mode or Term Rate Mode then the minimum and incremental amounts applicable to Swing Line Borrowings and the interest rate applicable thereto, and (B) Section 2.6.1 (a) with respect to the Bonds. The Borrower may substitute a Credit Facility for any Credit Facility then in effect; provided that no such substitution may be made with respect to the Bonds during any Commercial Paper Mode, Fixed Rate Mode, Indexed Mode or Term Rate Mode then applicable with respect to the Bonds. Prior to the provision or termination by the Borrower prepayments of any Credit Facility (whether in connection with the substitution of an existing Credit Facility or otherwise), there shall be delivered to the Authority and the Trustee (i) an Opinion of Counsel, which shall be Bond Counsel, to the effect that the delivery or termination, as the case may be, of such Credit Facility is permitted under the Indenture and this Agreement and complies with the terms of this Agreement and that the delivery or termination, as the case may be, of such Credit Facility will not adversely affect the tax-exempt status of interest on the Bonds and (ii) an Opinion of Counsel to the effect that such Credit Facility is the legal, valid and binding obligation of the Credit Facility Provider, enforceable in accordance with its terms. Upon provision of a Credit Facility to the Trustee and the foregoing Opinion of Counsel to the Authority and the Trustee, the Trustee shall accept such Credit Facility and, if so directed by the Borrower, upon the effective date of the Credit Facility promptly surrender the previously held Credit Facility, if any, in accordance with the respective terms thereof for cancellation. If at any time there shall cease to be any Bonds Outstanding secured by a Credit Facility or provision for payment of such Bonds has been made in accordance with Article X of the Indenture, the Trustee shall promptly surrender such Credit Facility in accordance with the terms of the Credit Facility for cancellation. The Trustee shall comply with the procedures set forth in the Credit Facility relating to the termination thereofSwing Line Borrowings. (c) Not less than 15 days prior to the termination, removal, substitution or delivery of any Credit Facility or the expiration of an existing Credit Facility with respect to the Bonds, the Borrower shall send written notice of such termination, removal, substitution, delivery or extension to the Trustee together with, as applicable, an agreement to extend the Credit Facility. Such notice shall also state, if applicable, the name of the provider of the proposed Credit Facility and its terms.