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to be legally bound hereby, it is hereby mutually agreed by and between the Borrower and the <br />WIFIA Lender as follows: <br />ARTICLE I <br />DEFINITIONS AND INTERPRETATION <br />Section 1.Definitions. Unless the context otherwise requires, capitalized terms used <br />in this Agreement shall have the meanings set forth below in this Section 1 or as otherwise defined <br />in this Agreement. Any term used in this Agreement that is defined by reference to any other <br />agreement shall continue to have the meaning specified in such agreement, whether or not such <br />agreement remains in effect. <br />“Acceptable Credit Rating” means, with respect to any Person, the rating of its unsecured, <br />senior long-term indebtedness (or, if such Person has no such rating, then its issuer rating or <br />corporate credit rating) is no lower than (a) at the time such Person executes, delivers or issues a <br />Qualified Hedge, a Credit Facility, or a repurchase agreement, ‘A+’, ‘A1’ or the equivalent rating <br />from each Nationally Recognized Rating Agency that provides a rating on such Person’s <br />unsecured, senior long-term indebtedness or that provides an issuer rating or corporate credit rating <br />for such Person, as applicable; and (b) at any time thereafter, ‘A’, ‘A2’ or the equivalent rating <br />from each Nationally Recognized Rating Agency that provides a rating on such Person’s <br />unsecured, senior long-term indebtedness or that provides an issuer rating or corporate credit rating <br />for such Person, as applicable. <br />“Act” means the Act as defined in the recitals hereto. <br />“Additional Bonds” has the meaning provided in the Master Resolution. <br />“Additional Principal Project Contracts” means (a) any contract, agreement, letter of <br />intent, understanding or instrument listed in Part B of Schedule 12(n) (Principal Project <br />Contracts) and (b) any other contract, agreement, letter of intent, understanding or instrument <br />entered into by (or on behalf of) the Borrower after the Effective Date with respect to the Project, <br />in the case of this clause (b), (i) pursuant to which the Borrower has payment obligations in excess <br />of $4,000,000 in the aggregate or (ii) the termination of which could reasonably be expected to <br />have a Material Adverse Effect, but excluding, in the case of this clause (b), any (A) insurance <br />policies or documents pertaining to the Borrower’s self-insurance program (as applicable), <br />(B) Governmental Approvals and (C) agreements, documents and instruments (1) providing for, <br />governing or evidencing any Permitted Debt and any related Permitted Lien for such Permitted <br />Debt or (2) entered into to consummate any Permitted Investment. <br />“Additional Subordinated Obligations” means any Subordinated Obligations permitted <br />under Section 15(a) (Negative Covenants – Indebtedness) and under the Master Resolution, which <br />Subordinated Obligations are issued or incurred after the Effective Date. <br />“Administrator” has the meaning provided in the preamble hereto. <br />“Agreement” has the meaning provided in the preamble hereto. <br />2 <br /> <br />