Preview | Credit and Guaranty Agreement |

DEUTSCHE BANK SECURITIES INC.
Sole Lead Arranger, Sole Bookrunner, and Sole Syndication Agent

7.15 Commodity Hedging
7.16 Collateral Trust Agreement; Prepayment of Parity Secured Obligations
7.17 Orion Subsidiaries
7.18 Designated Entities
7.19 Foreign Investments

ARTICLE VIII. GUARANTY
8.1 Guaranty; Limitation of Liability
8.2 Guaranty Absolute
8.3 Waivers and Acknowledgments
8.4 Subrogation
8.5 Assumption and Joinder
8.6 Subordination
8.7 Continuing Guaranty; Assignments

ARTICLE IX. EVENTS OF DEFAULT AND REMEDIES
9.1 Events of Default
9.2 Remedies upon Event of Default
9.3 Application of Funds

ARTICLE X. THE ADMINISTRATIVE AGENT
10.1 Appointment and Authority
10.2 Rights As a Lender
10.3 Exculpatory Provisions
10.4 Reliance by the Administrative Agent
10.5 Delegation of Duties
10.6 Resignation of Administrative Agent
10.7 Non-Reliance on Administrative Agent and Other Lenders
10.8 No Other Duties, Etc.
10.9 Administrative Agent May File Proofs of Claim
10.10 Collateral and Guaranty Matters

ARTICLE XI. MISCELLANEOUS
11.1 Amendments, Etc.
11.2 Notices; Effectiveness; Electronic Communication
11.3 No Waiver; Cumulative Remedies
11.4 Expenses; Indemnity; Damage Waiver
11.5 Payments Set Aside
11.6 Successors and Assigns
11.7 Confidentiality
11.8 Right of Setoff
11.9 Interest Rate Limitation
11.10 Counterparts; Integration; Effectiveness
11.11 Survival of Representations and Warranties
11.12 Severability
11.13 Replacement of Lenders
11.14 Governing Law; Jurisdiction; Etc.

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ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS
1.1 Defined Terms
1.2 Other Interpretive Provisions
1.3 Accounting Terms
1.4 Rounding
1.5 Times of Day

ARTICLE II. THE COMMITMENTS AND THE LOANS
2.1 The Loans
2.2 Borrowings, Conversions and Continuations of Loans
2.3 [Reserved]
2.4 Optional and Mandatory Prepayments
2.5 Termination of Commitments
2.6 Repayment of Loans
2.7 Interest
2.8 Fees
2.9 Computation of Interest
2.10 Evidence of Debt
2.11 Payments Generally; Administrative Agents Clawback
2.12 Sharing of Payments by Lenders

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY
3.1 Taxes
3.2 Illegality
3.3 Inability to Determine Rates
3.4 Increased Costs; Capital Adequacy; Reserves on Eurodollar Rate Loans
3.5 Compensation for Losses
3.6 Mitigation Obligations; Replacement of Lenders
3.7 Survival

ARTICLE IV. CONDITIONS PRECEDENT TO LOANS
4.1 General Conditions
4.2 Funding Conditions
4.3 Post Closing Covenant

ARTICLE V. REPRESENTATIONS AND WARRANTIES
5.1 Existence, Qualification and Power; Compliance with Laws
5.2 Authorization; No Contravention
5.3 Governmental Authorization; Other Consents
5.4 Binding Effect
5.5 Financial Statements; No Material Adverse Effect
5.6 Litigation

5.7 No Default
5.8 Ownership of Property; Liens
5.9 Environmental Matters
5.10 Insurance
5.11 Taxes
5.12 ERISA Compliance
5.13 Subsidiaries; Equity Interests
5.14 Margin Regulations; Investment Company Act; Public Utility Holding Company Act
5.15 Disclosure
5.16 Compliance with Laws
5.17 Intellectual Property; Licenses, Etc.
5.18 Solvency
5.19 Perfection, Etc
5.20 Parity Secured Obligations

ARTICLE VI. AFFIRMATIVE COVENANTS
6.1 Financial Statements
6.2 Certificates; Other Information
6.3 Notices
6.4 Payment of Obligations
6.5 Preservation of Existence, Etc.
6.6 Maintenance of Properties
6.7 Maintenance of Insurance
6.8 Compliance with Laws
6.9 Books and Records
6.10 Inspection Rights
6.11 Use of Proceeds
6.12 Additional Loan Parties; Security Interests
6.13 Further Assurances
6.14 Florida Mortgaged Properties

ARTICLE VII. NEGATIVE COVENANTS
7.1 Liens
7.2 Investments
7.3 Indebtedness
7.4 Consolidation and Mergers
7.5 Asset Sales
7.6 Restricted Payments
7.7 Line of Business
7.8 Transactions with Affiliates
7.9 Restrictive Agreements
7.10 Use of Proceeds
7.11 Financial Covenants
7.12 Capital Expenditures
7.13 Modification of Certain Agreements
7.14 Fiscal Year