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10 � <br /> Bank using the 100% TEFRA Disallowance Rate as required if <br /> Orange County is classified as a "large issuer." <br /> Should Standard & Poor's or Moody's downgrade any of <br /> Orange County's debt by two grades or more from its current <br /> ^� rating, NationsBank will have the right to adjust its interest <br /> �j rate on this credit facility to the extent necessary to produce <br /> the same yield to the Bank. <br /> The loan documents shall include a non-appropriation clause, <br /> and a "no deficiency judgment"provision. <br /> The facility will close by January 15, 1996, with the first draw <br /> funded on that date. <br /> NationsBank will establish an Escrow Account which will <br /> house the advanced funds. The County may withdraw funds <br /> from the account as needed with each draw approved by <br /> NationsBank. <br /> The Bank will engage its counsel to prepare loan documents, including all documents <br /> required to perfect the Bank's real estate lien. All the Bank's legal expenses associated <br /> with closing this facility will be paid by the County. <br /> Although NationsBank is waiving the requirement for any environmental due diligence, <br /> Orange County would be responsible for and pay any expenses assessed due to <br /> environmental contamination which is identified prior to or after closing of this credit <br /> facility. <br /> All requested addendum documents are attached to this commitment letter. <br /> If the above financing offer is acceptable to you, please acknowledge by having the <br /> appropriately authorized representative(s) of Orange County execute the enclosed copy of <br /> this letter and return it to the undersigned. The aforementioned interest rates are good <br /> through January 8, 1996. If this commitment is not accepted by that date, the interest <br /> rates contained herein are subject to change. <br /> v We appreciate having an opportunity to work with Orange County on this new project and <br /> hope you find our financing offer acceptable. If you'have any questions, please contact us. <br /> We will be glad to meet with both Orange County and the Local Government Commission, <br /> if necessary, to address any issues or terms of our offer. <br /> We look forward to hearing from you soon. <br /> Sincerely, <br /> Denise Corey <br />