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<br />200806452
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<br />issue price, (f) Trustee's fees and expenses and (g) the Issuer's and the Governmental Unit's
<br />administrative expenses as provided in Section 6.04 hereof.
<br />
<br />"Credits" shall mean any potentially tradeable environmental attributes, including, but
<br />not limited to, renewable energy credits, pollution offset credits, carbon sequestration credits and
<br />greenhouse gas offset credits.
<br />
<br />"Debt Service Reserve FunJ' shall mean the fund by that name created and established in
<br />Section 4.01 of the Indenture.
<br />
<br />"Debt Service Reserve Requirement" shall mean the amount of $700,000.
<br />
<br />"Default" shall mean any event which with the giving of notice or the lapse of time, or
<br />both, would constitute an Event of Default.
<br />
<br />"Disqualified Stock" shall mean any Capital Stock that, by its terms (or by the terms of
<br />any security into which it is convertible, or for which it is exchangeable, in each case, at the
<br />option of the holder of the Capital Stock), or upon the happening of any event, matures or is
<br />manditorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the
<br />option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91
<br />days after the latest date on which any Indebtedness matures.
<br />
<br />"Environmental Claim" shall mean any investigation, notice, notice of violation, claim,
<br />action, suit, proceeding, demand, abatement order or other order or directive (conditional or
<br />otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in
<br />connection with any actual or alleged violation of any Environmental Law; (ii) in connection
<br />with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in
<br />connection with any actual or alleged damage, injury, threat or harm to health, safety, natural
<br />resources or the environment.
<br />
<br />"Environmental Laws" shall mean any and all current or future foreign or domestic,
<br />federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules,
<br />regulations, judgments or any other requirements of Governmental Authorities relating to (i)
<br />environmental matters, including those relating to any Hazardous Materials Activity; (ii) the
<br />generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) occupational
<br />safety and health, industrial hygiene, land use or the protection of human, plant or animal health
<br />or welfare, in any manner applicable to the Company or the Facility.
<br />
<br />"EPC' shall mean Environmental Power Corporation, a Delaware corporation.
<br />
<br />"Equity Interests" shall mean Capital Stock and all warrants, options or other rights to
<br />acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable
<br />for, Capital Stock).
<br />
<br />"Event of Default," when used with respect to this Agreement, shall mean any event
<br />specified in Section 7.01 hereof.
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<br />4834~8191.0786.7
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