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“Government” means the United States of America and its departments and agencies.
<br />“Governmental Approvals” means all authorizations, consents, approvals, waivers,
<br />exceptions, variances, filings, permits, orders, licenses, exemptions and declarations of or with any
<br />Governmental Authority.
<br />“Governmental Authority” means any federal, state, provincial, county, city, town,
<br />village, municipal or other government or governmental department, commission, council, court,
<br />board, bureau, agency, authority or instrumentality (whether executive, legislative, judicial,
<br />administrative or regulatory), of or within the United States of America or its territories or
<br />possessions, including the State and its counties and municipalities, and their respective courts,
<br />agencies, instrumentalities and regulatory bodies, or any entity that acts “on behalf of” any of the
<br />foregoing, whether as an agency or authority of such body.
<br />“Hedging Agreement” means (a) the ISDA Master Agreement(s) and any related credit
<br />support annex, schedules and confirmations, to be entered into by the Borrower and a Hedging
<br />Bank, (b) any other agreement entered into, or to be entered into, by the Borrower and a Hedging
<br />Bank for a Hedging Transaction, and (c) any other documentation directly relating to the
<br />foregoing.
<br />“Hedging Bank” means any Qualified Hedge Provider that becomes a party to a Hedging
<br />Agreement and its permitted successors (to the extent such successors are also Qualified Hedge
<br />Providers).
<br />“Hedging Obligations” means, collectively, the payment of (a) all scheduled amounts
<br />payable to the Hedging Banks by the Borrower under the Hedging Agreements (including interest
<br />accruing after the date of any filing by the Borrower of any petition in bankruptcy or the
<br />commencement of any bankruptcy, insolvency or similar proceeding with respect to the
<br />Borrower), net of all scheduled amounts payable to the Borrower by such Hedging Banks, and (b)
<br />all other indebtedness, fees, indemnities and other amounts payable by the Borrower to the
<br />Hedging Banks under such Hedging Agreements, net of all other indebtedness, fees, indemnities
<br />and other amounts payable by the Hedging Banks to the Borrower under such Hedging
<br />Agreements; provided, that Hedging Obligations shall not include Hedging Termination
<br />Obligations. For the avoidance of doubt, all calculations of such amounts payable under the
<br />Hedging Agreements shall be made in accordance with the terms of the applicable Hedging
<br />Agreements.
<br />“Hedging Termination Obligations” means the aggregate amount payable to the Hedging
<br />Banks by the Borrower upon the early termination of all or a portion of the Hedging Agreements,
<br />net of all amounts payable to the Borrower by such Hedging Banks upon such early termination.
<br />For the avoidance of doubt, all calculations of such amounts payable under the Hedging
<br />Agreements shall be made in accordance with the terms of the applicable Hedging Agreements.
<br />“Hedging Transaction” means any interest rate protection agreement, interest rate swap
<br />transaction, interest rate “cap” transaction, interest rate future, interest rate option or other similar
<br />interest rate hedging arrangement commonly used in loan transactions to hedge against interest
<br />rate increases (and not for any speculative purpose).
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