Common use of Debt Service Reserve Account Clause in Contracts

Debt Service Reserve Account. Borrower shall fund and maintain a debt service reserve in the Debt Service Reserve Account, in an amount equal to twelve (12) monthly payments of principal and interest on the Term Loan as determined from time to time by the Lender (the “Debt Service Reserve Amount”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan Documents.

Debt Service Reserve Account. (a) No later than the Term Conversion Date, the Borrower shall fund and maintain a debt service reserve in cause the Debt Service Reserve Account, Account to be funded in an amount equal to twelve (12) monthly payments of principal and interest on the Term Loan as determined from time then-applicable Required DSR Balance, less amounts available for funding to time by the Lender (the “Debt Service Reserve Amount”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in the Debt Service Reserve Account is equal under any letters of credit posted by the Borrower first, on the Term Conversion Date, only by transferring amounts on deposit in the Construction Account to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account in accordance with Section 4.1(c), Clause Second, second by Borrower within 120 days of each fiscal year end. The balance held transferring amounts on deposit in the Revenue Account to the Debt Service Reserve Account shall earn interest at on the rate determined by the Lender from time Term Conversion Date in accordance with Section 4.2(d) pursuant to time. If at any time after the Debt Service Reserve Amount has been fully funded a Revenue Account Withdrawal Certificate, delivered by the Borrower to the balance Administrative Agent, the Collateral Agent and the Depositary Bank in accordance with Section 2.5 hereof and third by transferring amounts on deposit in the Revenue Account to the Debt Service Reserve Account is less than sixty-seven percent (67.0%in accordance with Clause Fifth of Section 4.2(e) of pursuant to a Revenue Account Withdrawal Certificate, delivered by the applicable Debt Service Reserve AmountBorrower to the Administrative Agent, the Borrower shallCollateral Agent and the Depositary Bank in accordance with Section 2.5 hereof. On the Term Conversion Date, within sixty (60) days after receipt of notice from the Lender as provided hereintransfers contemplated above, to the extent the aggregate amount on deposit in the Debt Service Reserve Account an on such date is less than the then applicable Required DSR Balance, the Borrower shall cause any such shortfall to be funded by the deposit of cash into the Debt Service Reserve Account. If, after the application of all amounts required pursuant to Clauses First through Fifth of Section 4.2(e) hereof as of any Monthly Date, Quarterly Date, or Payment Date, the aggregate amount sufficient to restore the balance on deposit (or available under letters of credit) in the Debt Service Reserve Account to an amount not on such date is less than the Debt Service Reserve Amount; providedthen applicable Required DSR Balance, however, Borrower then the Depositary Bank shall not transfer such amounts as shall be required necessary to make a deposit in the Debt Service Reserve Account to the extent that fund such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice insufficiency from the LenderDistribution Suspense Account. In Such amounts shall be held in reserve for application to all or a portion of the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account then-applicable Obligations pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan Documents4.4.

Debt Service Reserve Account. Except as contemplated below, the Borrower shall fund and shall, at all times, from the Reserve Account Funded Date maintain a debt service reserve the balance in the Debt Service Reserve Account, Account in an amount equal to twelve (12) monthly payments of principal and interest on or greater than the Term Loan as determined from time to time by the Lender (the “Debt Service Reserve Amount”Minimum. The Borrower shall initially fund the Debt Service Reserve Account from: a) (i) any Available Credit remaining immediately prior to the Reserve Account Funded Date (if any). Beginning , (ii) any surplus proceeds in the relevant Proceeds Account, or (iii) by way of the Project Cost Overrun Funding, provided that in the case of (ii) and (iii) only where all other Project Costs have been met, in accordance with the first fiscal year end after the Effective DateCash Flow Waterfall and, and at each fiscal year end b) thereafter, until from the relevant Proceeds Account in accordance with the Cash Flow Waterfall or, if any, from the proceeds from the issuance of additional Equity, if necessary. Any amount in the Debt Service Reserve Account in excess of the Debt Service Reserve Minimum (the "DSRA Excess") may be transferred to the relevant Proceeds Account on any Repayment Date. With the prior written consent of the Lenders, the balance standing to the credit of the Debt Service Reserve Account may be applied by the Borrower to meet Debt Service Charges where there are insufficient funds in the relevant Proceeds Account to make such required payment, in whole or in part, at such time in accordance with the Cash Flow Waterfall. Where amounts standing to the credit of the Debt Service Reserve Account have been applied in accordance with the previous sentence, such application shall not constitute an Event of Default so long as the Borrower shall, within four (4) months from such payment, ensure that the balance in of the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the then applicable Debt Service Reserve AmountMinimum. For certainty and without in any way derogating from Section 10.3(o)(vi), nothing in this Section 10.3(m) obligates any Sponsor Group Member or any other Person in any way to contribute additional Equity into the Borrower shall, within sixty (60) days after receipt of notice to remedy any withdrawal from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Deb Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan Documents.

Debt Service Reserve Account. Borrower shall fund and maintain a debt service reserve in the Debt Service Reserve Account, in an amount equal to twelve (12) monthly payments of principal and interest on the Term Loan as determined from time to time by the Lender (the “Debt Service Reserve Amount”). Beginning with the first fiscal year end after month of the Effective Date, Term Phase and at each fiscal year end monthly thereafter, until such time as the balance in the seventy-five percent (75%) of Project Free Cash Flow up to an aggregate amount of $7,000,000.00 shall be deposited into a Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Amountbe maintained with Lender. Thereafter, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after as the Debt Service Reserve Amount has been fully funded by the Borrower the balance amount on deposit in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed $7,000,000.00 one hundred percent (100%) of Excess Project Free Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in Flow shall be deposited into the Debt Service Reserve Account pursuant until the reserve is restored to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amountaforesaid $7,000,000.00. As and when any a Debt Service payment is due on the Loan and EBITDA from the Premises is insufficient in the judgment of Lender to pay the then required Debt Service payment in accordance with the terms of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may Note the Lender shall withdraw from the Debt Service Reserve Account for credit to its account the difference between EBITDA and the amount of the then past due Loan Obligations and apply such amounts Debt Service payment on the Note. Lender shall have no obligation to the payment disburse any portion of the past due Loan Obligations. Notwithstanding the foregoing sentence, Debt Service Reserve Account (i) if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after or (ii) to disburse any applicable grace periods have expired, withdraw amounts in of the Debt Service Reserve AccountAccount for any other purpose or to any other person other than for which the Debt Service Reserve Account was established, provided if an Event of Default has occurred, the Lender may disburse any of the Debt Service Reserve Account in its sole discretion, and apply such amounts discretion to the payment of the Loan Obligations in such order and manner selection as Lender shall determine in its sole discretionmay elect. Withdrawals Such application by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that . Lender shall provide to Borrower notice within ten (10) days after each such payment its advice that it has so made such withdrawal was made within a reasonable time thereafterpayment and the amount of such payment. Notwithstanding the foregoing, Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are required Debt Service is absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan DocumentsNote.

Debt Service Reserve Account. Borrower In addition to all other payments required under this Agreement, on or before July 1, 2011, and after the payment of all: (i) principal payments; (ii) interest expense; (iii) tax expenses; and (iv) Maintenance Capital Expenditures, GPO shall fund and maintain a debt service reserve in the Debt Service Reserve Account, in deposit an amount equal to twelve (12) that is not less than three monthly payments of principal and interest on due under the Term Loan as determined and from time to time by thereafter, upon written notice from the Lender Agent, additional or lesser amounts to account for changes in the monthly principal and interest payment amounts due (together, the “Required Debt Service Reserve Deposit Amount”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in ) into the Debt Service Reserve Account is equal to or greater than the Account. The Required Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account Deposit Amount shall earn interest at the rate determined by the Lender from time to timeAgent. If at Thereafter, (i) on any time after Monthly Payment Date on which the Debt Service Reserve Amount has been fully funded by the Borrower the balance aggregate amount in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Required Debt Service Reserve Deposit Amount, the Borrower GPO shall, within sixty as soon as available, but in no event later than five (605) days Business Days after such Monthly Payment Date, deposit amounts into the Debt Service Reserve Account to restore the balance in such account to the Required Debt Service Reserve Deposit Amount, or (ii) at any time upon receipt of written notice from the Lender as provided herein, deposit Agent that the amount in the Debt Service Reserve Account an amount sufficient to restore is less than the balance Required Debt Service Deposit Amount, GPO shall, as soon as available, but in no event later than five (5) Business Days after receipt of such notice, deposit amounts into the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in such account to the Required Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Deposit Amount. As and when any of the Loan Obligations are Obligation is past due, after any applicable grace periods have expired, under any Loan Document, LenderAgent, in its sole discretion, may withdraw from the Debt Service Reserve Account Account, for credit to its own account to be held for the benefit of the Banks, the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan ObligationsObligation. Notwithstanding the foregoing sentence, Agent shall have no obligation to withdraw any portion of the Debt Service Reserve Account: (i) if an Event of Default has occurred and is continuing under the Loan Documents, or (ii) to withdraw any of the Lender mayDebt Service Reserve Account for any other purpose other than for which the Debt Service Reserve Account was established, after any applicable grace periods have expiredprovided that if an Event of Default has occurred and is continuing, the Agent may withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to for the payment of the Loan Obligations any Obligation then past due, after any applicable grace periods have expired, in such order and manner as Lender shall determine is consistent with the Agent’s obligations set forth in its sole discretionthis Agreement. Withdrawals by the Lender Agent of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 Obligation then past due after any applicable grace periods have expired, may be made without the requirement of any consent by or notice to the BorrowerBorrowers, provided that Lender Agent shall provide to Borrower and to each Affiliated Borrower, within five (5) Business Days after any withdrawal from the Debt Service Reserve Account is made by Agent, notice that such withdrawal was made within a reasonable time thereafterand the Obligation such withdrawal was applied to and, if applicable, that the Debt Service Reserve Account is then below the Required Debt Service Reserve Deposit Amount. Borrower recognizes Notwithstanding the foregoing, Borrowers recognize and acknowledges acknowledge that its obligation to pay the Loan required Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan ObligationsObligation, and nothing herein shall be construed to negate or modify the Borrower’s Borrowers’ absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower GPO shall execute and deliver to the Lender Agent any and all deposit account control agreements the Lender Agent may reasonably request in accordance with the terms and conditions of the Loan DocumentsSecurity Agreement, and take all actions and deliver all documents the Lender Agent may reasonably request or require to perfect the LenderAgent’s security interest Lien in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan DocumentsSecurity Agreement.

Debt Service Reserve Account. Borrower In addition to all other payments required under this Agreement, on or before July 1, 2011, and after the payment of all: (i) principal payments; (ii) interest expense; (iii) tax expenses; and (iv) Maintenance Capital Expenditures, GPCC shall fund and maintain a debt service reserve in the Debt Service Reserve Account, in deposit an amount equal to twelve (12) that is not less than three monthly payments of principal and interest on due under the Term Loan as determined and from time to time by thereafter, upon written notice from the Lender Agent, additional or lesser amounts to account for changes in the monthly principal and interest payment amounts due (together, the “Required Debt Service Reserve Deposit Amount”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in ) into the Debt Service Reserve Account is equal to or greater than the Account. The Required Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account Deposit Amount shall earn interest at the rate determined by the Lender from time to timeAgent. If at Thereafter, (i) on any time after Monthly Payment Date on which the Debt Service Reserve Amount has been fully funded by the Borrower the balance aggregate amount in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Required Debt Service Reserve Deposit Amount, the Borrower GPCC shall, within sixty as soon as available, but in no event later than five (605) days Business Days after such Monthly Payment Date, deposit amounts into the Debt Service Reserve Account to restore the balance in such account to the Required Debt Service Reserve Deposit Amount, or (ii) at any time upon receipt of written notice from the Lender as provided herein, deposit Agent that the amount in the Debt Service Reserve Account an amount sufficient to restore is less than the balance Required Debt Service Deposit Amount, GPCC shall, as soon as available, but in no event later than five (5) Business Days after receipt of such notice, deposit amounts into the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in such account to the Required Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Deposit Amount. As and when any of the Loan Obligations are Obligation is past due, after any applicable grace periods have expired, under any Loan Document, LenderAgent, in its sole discretion, may withdraw from the Debt Service Reserve Account Account, for credit to its own account to be held for the benefit of the Banks, the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan ObligationsObligation. Notwithstanding the foregoing sentence, Agent shall have no obligation to withdraw any portion of the Debt Service Reserve Account: (i) if an Event of Default has occurred and is continuing under the Loan Documents, or (ii) to withdraw any of the Lender mayDebt Service Reserve Account for any other purpose other than for which the Debt Service Reserve Account was established, after any applicable grace periods have expiredprovided that if an Event of Default has occurred and is continuing, the Agent may withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to for the payment of the Loan Obligations any Obligation then past due, after any applicable grace periods have expired, in such order and manner as Lender shall determine is consistent with the Agent’s obligations set forth in its sole discretionthis Agreement. Withdrawals by the Lender Agent of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 Obligation then past due after any applicable grace periods have expired, may be made without the requirement of any consent by or notice to the BorrowerBorrowers, provided that Lender Agent shall provide to Borrower and to each Affiliated Borrower, within five (5) Business Days after any withdrawal from the Debt Service Reserve Account is made by Agent, notice that such withdrawal was made within a reasonable time thereafterand the Obligation such withdrawal was applied to and, if applicable, that the Debt Service Reserve Account is then below the Required Debt Service Reserve Deposit Amount. Borrower recognizes Notwithstanding the foregoing, Borrowers recognize and acknowledges acknowledge that its obligation to pay the Loan required Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan ObligationsObligation, and nothing herein shall be construed to negate or modify the Borrower’s Borrowers’ absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower GPCC shall execute and deliver to the Lender Agent any and all deposit account control agreements the Lender Agent may reasonably request in accordance with the terms and conditions of the Loan DocumentsSecurity Agreement, and take all actions and deliver all documents the Lender Agent may reasonably request or require to perfect the LenderAgent’s security interest Lien in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan DocumentsSecurity Agreement.

Debt Service Reserve Account. The Borrower shall fund establish and maintain a debt service reserve in the Debt Service Reserve Account, in an amount equal to twelve (12) monthly payments of principal and interest on the Term Loan as determined from time to time by the Lender (the “Debt Service Reserve Amount”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year endBank. The balance held in Borrower shall promptly following the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) preparation of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in semi-annual accounts for each Cash Sweep Calculation Period transfer to the Debt Service Reserve Account an amount sufficient equal to restore 100% of the balance in Excess Cash for the relevant Cash Sweep Calculation Period standing to the credit of the Borrower’s Revenue Account starting on the date which falls six calendar months after the date of this Agreement and ends on the date that the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall have accumulated a balance which shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may The Borrower shall not withdraw funds from the Debt Service Reserve Account for any purpose without the amount prior written consent of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan ObligationsEBRD. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender The Borrower shall determine in its sole discretion. Withdrawals by the Lender of any amounts from pledge the Debt Service Reserve Account to pay the EBRD as first ranking security for all amounts payable under this Agreement, the Parallel Lender Loan Agreement and any Loan Obligations as other Financing Agreement. • Cash Sweep Following the third anniversary of the date of this Agreement and provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available is fully funded, the Borrower shall promptly following the preparation of the semi-annual accounts for each Cash Sweep Calculation Period transfer an amount equal to make payment on any Loan Obligations, and nothing herein shall be construed 50% of the Excess Cash for the relevant Cash Sweep Calculation Period standing to negate or modify the credit of the Borrower’s absolute and unconditional obligation Revenue Account to pay the Borrower’s Cash Sweep Account. Any cash standing to the credit of the Borrower’s Cash Sweep Account, from time to time, shall be applied by the Borrower on the next Interest Payment Date to prepay the Loan Obligations in accordance with the terms and conditions pursuant to Section 3.08(b) of this Agreement and Agreement, provided that the Loan Documentsminimum prepayment amount shall be USD100,000 (one hundred thousand Dollars). Borrower shall execute and deliver Any amounts not prepaid as a result of the application of the proviso to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest immediately preceding sentence shall remain in the Debt Service Reserve Cash Sweep Account, . LONDON - 104951.09 •NEGATIVE COVENANTS Unless EBRD otherwise agrees in accordance with the terms and conditions of the Loan Documents.writing:

Debt Service Reserve Account. The Borrower shall fund and at all times maintain a debt service reserve balance in the Debt Service Reserve Account, in Account of an amount equal to twelve (12) monthly payments six months of principal and interest payable based on the Term Loan aggregate principal amount of the Loans at any time outstanding at a rate per annum calculated at the highest Applicable Eurodollar Margin indicated in the Pricing Grid Tables, regardless of any other factors; provided that if the Net Cash Proceeds that would result if all of the Pledged Shares permitted to be sold pursuant to section 7.2(c) (based on the Market Value of such Pledged Shares as determined from of the date of determination of such Net Cash Proceeds) is less than an amount equal to (i) three months of interest payable based on the aggregate principal amount of the Loans at any time to time by outstanding at a rate per annum calculated at the Lender highest Applicable Eurodollar Margin indicated in the Pricing Grid Tables, regardless of any other factors, plus (ii) the Scheduled Repayment Amount (the “"Quarterly Payment Amount"), the Borrower shall make a deposit to the Debt Service Reserve Amount”). Beginning Account with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as sufficient funds so that the balance in the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Quarterly Payment Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited . The Borrower hereby grants to the Lender a security interest in the Debt Service Reserve Account by to secure the obligations of the Borrower within 120 days under the Credit Documents. After all obligations of each fiscal year end. The balance held the Borrower under the Credit Documents shall have been paid in full, the balance, if any, in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice promptly returned to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. The Borrower shall execute and deliver to the Lender any such further documents and all deposit account control agreements instruments as the Lender may reasonably request in accordance with to evidence the terms creation and conditions perfection of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s 's security interest in the Debt Service Reserve Account, in accordance with Account including but not limited to the terms and conditions of the Loan DocumentsAccount Control Agreement.

Debt Service Reserve Account. Pursuant to Section 1.13 of the Master Agreement, Borrower shall shall, on or prior to the Loan Conversion Date (as defined in the First Supplement), establish and fully fund and maintain a debt service reserve in the Debt Service Reserve Account. Upon receipt by Borrower of sales tax rebate proceeds received from the State of Nebraska in the amount of not less than $2,400,000 ("Nebraska Tax Rebate"), in the Revolving Commitment Amount available to Borrower will, without any action by Borrower, be permanently reduced to an amount not to exceed $7,600,000 (the "Modified Revolving Commitment Amount") until the Revolving Facility Maturity Date, at which time such amount will be $0. Immediately upon receipt of the Nebraska Tax Rebate, and simultaneously upon the reduction of the Revolving Commitment Amount to the Modified Revolving Commitment Amount, Borrower will pay to Lender an amount equal to twelve (12) monthly 100% of the Nebraska Tax Rebate, which will be applied against the outstanding balance of the Revolving Facility and the remainder, if any, applied in the inverse order of the maturities of scheduled principal payments of principal and interest on Borrower. The payment by Borrower to Lender of the Term Loan as determined from time Nebraska Tax Rebate under this Section 10 shall not be subject to time by the Lender (prepayment fees set forth in Section 9 of this Second Supplement. In the “event the Nebraska Tax Rebate amount received is less than $2,400,000, then Borrower shall fund the difference to the Debt Service Reserve Amount”Account from available earnings (after payment of any then payable Tax Distributions). Beginning with Upon the first fiscal year end after reduction of availability under the Effective DateRevolving Facility to the Modified Revolving Commitment Amount, and at each fiscal year end thereafter, until such time as Borrower will no longer be required to fund the balance Debt Service Reserve Account. Amounts in the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall may be deposited in the Debt Service Reserve Account used by Borrower within 120 days in a manner consistent with the provisions of each fiscal year endthe Master Agreement. The balance held Notwithstanding the foregoing, although upon receipt of the Nebraska Tax Rebate Borrower will be limited to the Modified Revolving Commitment Amount under the Revolving Facility, Lender shall nevertheless be entitled to draw upon the Revolving Facility in an amount not to exceed the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If Revolving Commitment Amount at any time after the Debt Service Reserve Amount has been fully funded by the if Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required fails to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements any required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and payment when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretionMaster Agreement. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan Documents.[SIGNATURE PAGE FOLLOWS]