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“Indemnitee” has the meaning provided in Section 32 (Indemnification). <br />“Insolvency Laws” means the United States Bankruptcy Code, 11 U.S.C. § 101 et seq., as <br />from time to time amended and in effect, and any state bankruptcy, insolvency, receivership, <br />conservatorship or similar law now or hereafter in effect. <br />“Interest Only Period” means the period commencing on the Debt Service Payment <br />Commencement Date and ending on February 1, 2031 (or on such earlier date as all amounts due <br />or to become due to the WIFIA Lender hereunder have been irrevocably paid in full in cash). <br />“Interest Payment Date” means each February 1 and August 1, commencing on the Debt <br />Service Payment Commencement Date. <br />“Investment Grade Rating” means a public rating no lower than ‘BBB-’, ‘Baa3’, ‘bbb-’, <br />‘BBB (low)’, or higher, from a Nationally Recognized Rating Agency. <br />“ISDA Master Agreement” means a master agreement, entered into by the Borrower and <br />a Hedging Bank, in the form published by the International Swaps and Derivatives Association, <br />Inc. <br />“Lien” means any mortgage, pledge, hypothecation, assignment, mandatory deposit <br />arrangement, encumbrance, attachment, lien (statutory or other), charge or other security interest, <br />or preference, priority or other security agreement or preferential arrangement of any kind or nature <br />whatsoever, including any sale-leaseback arrangement, any conditional sale or other title retention <br />agreement, any financing lease having substantially the same effect as any of the foregoing, and <br />the filing of any financing statement or similar instrument under the UCC or any other applicable <br />law. <br />“Loan Amortization Schedule” means the Loan Amortization Schedule reflected in the <br />applicable column of Exhibit F (WIFIA Debt Service), as amended from time to time in <br />accordance with Section 8(e) (Payment of Principal and Interest – Adjustments to Loan <br />Amortization Schedule). <br />“Loss Proceeds” means any proceeds of builders’ risk or casualty insurance (other than <br />any proceeds from any policy of business interruption insurance insuring against loss of revenues <br />upon the occurrence of certain casualties or events covered by such policy of insurance) or <br />proceeds of eminent domain proceedings resulting from any Event of Loss. <br />“Master Resolution” means that certain Resolution No. R2002-34 adopted by the City <br />Commission on July 16, 2002, as amended by Resolution No. R2012-90 adopted by the City <br />Commission on December 10, 2012, and as the foregoing may be further amended and <br />supplemented from time to time subject to the terms and conditions of the Master Resolution and <br />this Agreement. <br />“Material Adverse Effect” means a material adverse effect on (a) the System, the Project <br />or the System Revenues, (b) the business, operations, properties, condition (financial or otherwise) <br />or prospects of the Borrower, (c) the legality, validity or enforceability of any material provision <br />of any Bond Authorization Document or WIFIA Loan Document, (d) the ability of the Borrower <br />9 <br /> <br />